The Ponified Recreation of Doctor Who 2
by The Wholocked Brony
Summary: The second series of Doctor Who but with whooves instead. We meet the Tenth Doctor Whooves and go to places never imagined by the ponies of Equestria. From the impossible planet to alternate Equestria, 10 and Roseluck ride the Tardis through time and space, going on adventures and getting into trouble. From "The Hearth's Warming Invasion," to "Doomsday."
1. Special 1, Born Again

Doctor Whooves

_Born Again_

**Welcome back, I choose to start this season with a Children in Need special from 2005, continuing right from where we left off.**

_"Alert! Tardis materializing!"_

_ "What've you done?"_

_ "I looked into the Tardis, and the Tardis looked into me."_

_ "I can see the whole of time and space. Every single atom of your existence and I divide them."_

"_I will not die! I cannot die!_"

_ "I absorbed all the energy of the Time Vortex, and nopony's meant to do that."_

"Hello," the new stallion said cheerfully, his accent similar to Roseluck's, "Okay oh…" He felt his teeth, "New teeth, that's weird. So, where was I? Oh that's right, Barcelona."

**Cue the theme song!**

The stallion turned to the Tardis controls, "6 pm, Tuesday," he turned a knob, "October, five thousand and six, on the way to Barcelona!" He stood up and looked over at Roseluck, smiling like crazy.

"Now then, what do I look like?" he asked. Roseluck stared at him, speechless and terrified. "Wait, no no no no no no no! Don't tell me." He looked down at himself, "Let's see, two front hooves, two back hooves, no wings… Short tail…" He reached up and felt his mane, "Hair! I'm not bald! Oh oh, big hair… Still not a unicorn, blast. Sideburns? Oh I've got sideburns! That or really bad skin… Little bit thinner, give me time I'll get used to it." He looked up and grinned at Roseluck, "Go on then, tell me. What do you think?"

"Who are you?" she asked meekly. He looked surprised, "I'm the Doctor."

"No," Roseluck said shaking her head, refusing to believe. "Where is he? Where's the Doctor?" she demanded, her voice rising to a shout, "What have you done with him?!"

"You saw me, I-I changed," the Doctor said, "Right in front of you."

"I saw him sort of explode, and then you replaced him, like a, a teleport or a transmat or a body swap or something." The Doctor stared at her, at a loss for words. Roseluck stepped forward and glared at him, "You're not fooling me. I've seen all sorts of things, nanogenes, Gelth, Slitheen." Her eyes widened, "Oh my gosh are you Slitheen?"

"I am not a Slitheen," the Doctor replied calmly.

"Send him back," she ordered, "I'm warning you, send the Doctor back right now!"

"Roseluck it's me," he pleaded, "Honestly it's me. I was dying. To save my own life I changed my body, every single cell but, it's still me."

You can't be," she whispered. He took a few steps forward and looked straight into her eyes, "Then how can I remember this? Very first word I ever said to you, trapped in that cellar, surrounded by shop window dummies. Oh, such a long time ago. I took your hoof," he gently grabbed her hoof, "I said one word, just one word, I said 'Run.'"

"Doctor," Roseluck whispered.

"Hello," he replied. Roseluck stumbled back, as if the realization of what just happened had hit her. This brand new stallion was the Doctor.

"And we never stopped did we?" asked the Doctor, galloping around the console, "All across the universe, running, running, running. And that one time we had to hop! Do you remember?" He started hopping up and down, "Hopping for our lives? Yeah? All that hopping… With the," he stopped jumping, "No?"

"Can you change back?" asked Roseluck.

"Do you want me to?"

"Yeah."

"Oh."

"Can you?"

"No," the Doctor seemed a bit disappointed, "Do you want to leave?"

"Do you want me to leave?" asked Roseluck shocked.

"No!" he replied quickly, "But, your choice, if you want to go home." Roseluck didn't reply. He turned to the controls, "Cancel Barcelona. Change to, Hoofdon, let's say, 24th of December. Call it a gift from me." He flipped one last switch and stepped back, "There."

"I'm going home?"

"Up to you," he replied, "Back to your mum, it's all waiting. Chips, pies, cakes and such, no it's the holidays, fruit cake! Although, having met your mother, nut loaf would be more appropriate." Roseluck smirked ever so slightly, she looked away to try and hide it.

"Was that a smile?" asked the Doctor.

"No."

"That was a smile," he insisted.

"No it wasn't."

"You smiled," he teased.

"No I didn't," Roseluck replied.

"Oh come on, all I did was change I didn't-" suddenly he gagged, the Tardis shuddered violently.

"What?" asked Roseluck.

"I said I didn't-" he choked again, this time worse. The Tardis rocked again. "Uh oh."

"Are you alright?" asked Roseluck, concerned despite herself. The Doctor exhaled, a cloud of golden gas came out. His eyes were wide with fear.

"What's that?" asked Roseluck.

"Oh, the change's going a bit wrong," he said. He gagged again, this time falling to his knees as the Tardis shook around them.

"Maybe we should go back, let's go and find Captain Jack, he'd know what to do," Roseluck suggested, scared.

"Nah he's busy!" the Doctor replied impatiently, "he's got plenty to do! Rebuilding Equestria!" A lever on the console suddenly caught his eyes, "Oh, haven't used this one in years." He flicked it on causing the Tardis to jerk so hard it flung him and Roseluck into the console.

"What're you doing?!" cried Roseluck, officially terrified.

"Putting on a bit of speed!" the Time-Pony replied crazily, "That's it oh my beautiful ship come on faster! Thatta girl! Faster!" he cried, "Wanna break the Time limit?!"

"Stop it!" protested the earth mare.

"Oh don't be so dull, let's have a bit of fun! Let's rip through that vortex!" he caught her eye just for a moment, "The regeneration's going wrong, I can't stop myself." The Doctor grimaced in pain, "Ah my head, FASTER! Let's open those engines all the way!" A bell began ringing wildly.

"What's that?" asked Roseluck. The Doctor appeared next to her, "We're going to crash land!" he cried happily, laughing like mad.

"Then do something!" Roseluck called back.

"Too late!" the Doctor cried, voice rising hysterically as he galloped around the Tardis, "Out of control! Oh I love it! Brilliant!" He hopped in the air excitedly.

"You're gonna kill us!" Roseluck yelled.

"Hold on tight, here we go!"

_To be continued in A Hearth's Warming Invasion…_

**Me: here's the link to this actual episode if you haven't seen it. Hope you enjoy.**

** watch?v=uKoSbpSdx1U simply plug it in and voila!**

**Next week, we watch our duo crash land in Hoofdon for the first time with our 10****th**** friend. See you then.**


	2. Episode 1, Hearth's Warming Invasion

Doctor Whooves

_A Hearth's Warming Invasion_

**Happy Hearth Warming!**

**Okay, sorry to start this with a complaint but, I'M NOT MAKING ROSELUCK STICK AROUND AFTER DOOMSDAY! THIS IS REWRITE NOT AN AU! ****Whew, glad I got that off my chest. Whoever you are anonymous reviewer, no. I'm not sorry.**

In Lilly-luck's flat, Lilly herself was decorating a small white tree with baubles of pink and blue. Two gifts sat underneath, one for her friend Gear and the other for her daughter, Roseluck. Lilly glanced at the gift, it's not quite Hearth's Warming without Roseluck. Ever since she went travelling with the Doctor, things never felt right. She visited occasionally and called with that "mobile phone" thing, but that wasn't enough. Lilly wanted Roseluck home for the holidays.

Down town, Gear was doing his shopping for Hearth's Warming which was tomorrow. He hadn't bought anything, he didn't know whether or not to buy his old mare-friend Roseluck a present or not. Considering she might not show. Then he stopped, and listened. It was quiet, but there it was. The familiar whooshing of the Tardis.

Lilly heard it too, she dropped all her bags and galloped full speed out of the flat complex to the ally where they usually parked. Gear came flying from the other end of the street.

"Gear!" Lilly-luck cried.

"Lilly, it's the tardis!" Gear cried back, landing next to her.

"I know, I know, I heard it. She's alive Gear, I said so didn't I? She's alive!"

"Just shut up a minute."

"well where is it then?" They looked around rapidly trying to spot the blue box. Then suddenly, it appeared out of a blue tunnel sort of thing in the sky, hurtling towards them. The Tardis flew into a building, then into another, then almost decapitated Gear and Lilly as it crash landed. It landed with a loud thud. A moment later the door opened, a stallion looked out.

"Here we are then," he said joyfully, "Hoofdon, Gaia, the Solar System. We did it!" He stepped outside and found himself face-to-face-to-face with Gear and Lilly-luck.

"Lilly, Gear, blimey!" the stallion said excitedly. "No no no, no, hold on. Wait there. I've got something I need to say. I needed to tell you something, something important. What was it? No, hold on, hold on. Hold on, shush. Everypony shush. Oh! I know! Happy Hearth's Warming Eve!" he cried, then promptly passed out. Roseluck looked out of the Tardis, and saw Lilly-luck and Gear.

"What happened?" she asked dropping down next to the strange stallion, "Is he alright?"

"I don't know, he just keeled over," Gear explained, "But who is he? Where's the Doctor?"

"That's him," Roseluck said solemnly, "Right in front of you. That's the Doctor."

"What do you mean, that's the Doctor?" asked Lilly, "Doctor who?"

**Cue theme song!**

It took all three of them, but they got the unconscious Doctor up into the Luck's flat and into the spare bed. Lilly went to get a stethoscope, Gear went back to his flat to get his computer and all the equipment, Roseluck stayed with the Doctor. She kept chewing on her hoof nervously.

"Here we go," Lilly said coming back in, "Fresh Breeze the cleaner's got a new lodger who's a nurse. She was asleep so I just took it. I still think we should go to the hospital."

"We can't," Roseluck said taking the stethoscope, "They'd lock him up. They'd dissect him. One bottle of his blood could change the future of the human race." Lilly tried to protest but got shushed. Roseluck put the stethoscope on and pressed the end of it to the Doctor's chest. On heart was definitely beating, Roseluck checked for the other heart. Yep, also beating strongly.

"Good, they're both beating," Roseluck said taking off the stethoscope.

"What do you mean both?" asked Lilly.

"Well, he's got two hearts."

"Oh don't be stupid."

"He does."

"Anything else he's got two of?"

"Leave him alone." Roseluck and Lilly-luck left the room. Behind them, the unconscious Time Pony exhaled a cloud of golden energy. It swirled in the air for a moment, before shooting out the window and up into the sky, and into space.

* * *

They walked into the kitchen; Roseluck immediately went for the fridge.

"How can he go changing his face like that?" asked Lilly as Roseluck grabbed a jammy dodger out of the refrigerator, "Is that a different face or is he a different stallion?"

"How should I know?" snapped Roseluck, "Sorry… The thing is, I thought I knew him mum." Her voice cracked slightly, "I thought me and him were, and then he goes and does this. I keep forgetting he's not a p-pony." She sighed, but wiped away her gloom and smiled. "The big question is, where'd you get a pair of stallion's pajamas from?" Not such a big question.

"Charlie's been staying over," Lilly replied nonchalantly.

"What, Charlie Currant, like from the market? How long's that been going on?"

"A month or so. First, he starts delivering to the door and I thought, that's odd. Next thing you know-"

"Is that Parliament?" asked Roseluck surprised.

"Oh never mind me." Indeed, the pink Pegasus Roseluck had met in 10 Downing was on the television. Roseluck trotted into the living room and stared intently at the new television set.

"Why's she on the telly?" asked Roseluck, Lilly walked into the room behind her.

"She's the Prime Minister now," her mum replied, "They're calling it Hoofdon's golden age. I keep saying my Roseluck has met her."

"Did more than that," she corrected, "Stopped World War Two with her."

"_Prime Minister! What about those calling the Luna One Space Probe a waste of money?"_

"_Now that's where you are wrong,_" Parliament replied, "_I completely disagree. The Luna One Space Probe represents this world's limitless ambition. Equestrian workmanship sailing up among the stars."_ The screen changed, another stallion took the Prime Minister's place. His name was Star Shot, an earth pony scientist who specialized in space science.

"_This is the spirit of Hearth's Warming, giving, creating, coming together, and the dawn of a new age, that is what we are achieving fifteen million miles away. Our very own miracle,"_ he stated proudly.

"_The unmanned probe Luna One is about to make its final decent. Photographs of the surface of Mars should be received by midnight tonight."_

* * *

Out in space, a dark blue painted satellite floated through space, it's radio discs aimed back at Gaia. Suddenly, it ran into something with a loud crash. It was seemed to be one of Mar's moons. But, it wasn't.

Because a hatch opened out of the side and sucked the helpless probe inside of it.

* * *

"So what do you need?" asked Gear, hovering next to Roseluck as they trotted through Hoofdon. "Ten bits?"

"Do you mind?" asked Roseluck, taking the bits, "I'll pay you back."

"Call it a present."

"I'm all out of sync," Roseluck sighed, shivering in her black jacket, "You just forget the holidays and things in the Tardis. They don't exist. You get sort of, timeless."

"Oh yeah," Gear said sarcastically, "that's fascinating. Because I love hearing stories about the Tardis. Oh go on Roseluck, tell us another one because I swear I could listen to it all day. Tardis this, Tardis that."

"Shut up."

"Oh, and one time, the Tardis landed on a planet made for parties!"

"I'm not like that!"

"Oh you so are," Gear said. Roseluck sighed, "Must drive you mad. I'm surprised you don't give up on me."

"Oh that's the thing isn't it? You can rely on me. I don't go changing my face."

"Yeah." They stopped walking. "What if he's dying?"

"Okay!" Gear said exasperated.

"Sorry!"

"Just let it be Hearth's Warming Eve, 'kay?" asked Gear. "You, and me, and the holidays. No Doctor. No Aliens, no life or death, just us."

"Okay," Roseluck said smiling.

"Promise?"

"yes!" she insisted exasperatedly.

"Right, what're you getting for Lilly?" Roseluck began to peruse the street shops with Gear. Behind them, a band dressed in holiday costumes like the ponies from the "Founding of Equestria" story. They played loudly on their brass instruments behind them. Roseluck looked back at them, she saw one turn away just as she looked. Her sharper than usual fight or flight alert started to go off, something wasn't right. She acted normal so as not to draw suspicion, but when the band started to follow them, they had a problem.

Roseluck put her hoof on Gear's shoulder, the band stopped playing. There was a pause, then FWOOM! A flame shot out of the lead band member's trombone. Roseluck pushed Gear behind the cart and dove after him. Another and another began to shoot flames at the pair of ponies while others fled in fear. The trumpet players' trumpets flashed as they shot bullets out of them like guns.

"It's us!" Roseluck cried over the chaos, "They're after us!"

"What's going on?" asked Gear panicked, "What've we done? Why are they after us?" Roseluck grabbed his hoof and they ran.

"They're after the Doctor!" she cried as they ran.

"I can't even go shopping with you," Gear moaned, "We get attacked by a brass band." Roseluck slowed to a brisk trot and pulled out her mobile, "Who're you calling?"

"My mum," Roseluck replied. The dial tone rang, "Oh mum get off the phone!"

"Who were those things?" asked Gear.

"I don't know!" she cried back, "But think about it. They were after us, what's important about us? Well, nothing, except for the one thing we've got tucked up in bed. The Doctor!" They galloped round a corner and Roseluck gave up on the phone. Minutes later they reached the apartment.

"Get off the phone!" Roseluck cried as she ran in.

"It's only Daisy, she says hello," Lilly said handing her the phone.

"Daisy? Yeah, look it'll have to wait," she hung up the phone and set it down. "Right, it's not safe, we need to leave. Where can we go?"

"My mate Rocky, he'll help," Gear suggested.

"That's only two streets away. What about Flame? Where's she living now?"

"I don't know, Beak District," Lilly-Luck replied confusedly.

"Well, we'll go to cousin Flame's then."

"No! It's Hearth Warming Eve!" Lilly cried, "We're not going anywhere! What're you babbling about?" Roseluck looked past her mum at the decorated tree, it was green now, their tree was a white one.

"Mum, where'd you get that tree?" asked Roseluck. They all turned to look at it. "That's a new tree. Where'd you get it?"

"I thought it was you," Lilly said.

"How can it be me?!"

"Well, you went shopping, there was a ring at the door and there it was."

"No, that wasn't me."

"Then who was it?" they watched the tree, and the strings of light bulbs lit up.

"Oh you've got to be kidding me." It began to spin, slowly at first before it was whirring around so fast the room was caught in its whirlwind. CHeerful holiday music jingled as the killer tree spun wildly. It started to move, towards them, straight through the glass coffee table. Gear picked up a chair and held it towards the chair, "Get out! Go, go! Get out!" Roseluck and Lilly-luck ran for the door, Roseluck stooped in the doorway of the Doctor's room.

"We've got to save the Doctor," she said.

"What're you doing?" roared Lilly.

"We can't just leave him!" she dashed into the room.

"Gear, get out of there!" cried Lilly as the tree finished shredding the chair Gear was using as a defense. He dropped the chair and galloped into the other room.

"No! leave him!" Lilly protested, "Just leave him!"

"Get in!" Lilly looked back at the killer tree as it neared and dashed in. She helped Gear and together they moved a wardrobe in front of the door. Roseluck knelt next to the Doctor, "Doctor, wake up!" She got up and jumped over to his jacket, pulling out the sonic. The killer tree began to eat away at the back of the wardrobe, Lilly and Gear pushed with all their might. Roseluck put the sonic screwdriver on the Doctor's chest, she begged him to wake up.

_CRACK!_ The wardrobe flew apart, Lilly and Gear leapt aside as the tree spun in, flinging chunks of wood and plaster everywhere. Lilly-luck screamed, Roseluck leaned in close and whispered in the Doctor's ear, "help, me." He sat up, grabbed the sonic, aimed at the tree, and made it explode without a second's hesitation. Everypony stared at the Doctor, who was looking at where the tree had been.

"Remote control," he muttered, dropping the sonic, "But who's controlling it?"

* * *

The Doctor, now dressed in a blue dressing gown, led the trio out of the apartment and out onto the balcony. Down on the ground, were three of the costumed killers, on held a remote in its hoof.

"That's them," Gear whispered, "What are they?"

"Sh!" The Doctor slowly aimed the Sonic at them, they backed up nervously. Then, in a flash of blue light, they vanished.

"They've just gone. What kind of rubbish is that? I mean, no offense, but they're not that tough if a sonic screwdriver's going to scare them off."

"Pilot fish," the Doctor murmured.

"What?" asked Roseluck.

"They were just pilot fish," he replied. Suddenly, he gagged and fell to the ground. The others immediately rushed forward to try and help.

"What's wrong?" asked Roseluck, worried for him.

"You woke me up too soon," the Doctor gasped through ragged breaths, "I'm still regenerating, still bursting with energy," he paused and exhaled another cloud of golden gas. "You see? The pilot fish could smell that a million miles away. So they eliminate the defense, that's you lot, and carry me off. They could run their batteries off me for a couple y-agh!" he spazzed violently, throwing himself against the wall.

"My head!" he cried, "I'm having a neuron implosion! I need-"

"what do you need?" interrupted Lilly.

"I need-"

"Say it, tell me tell me."

"I need-"

"Painkillers?"

"I need-"

"Asprin?" (at this point in the episode, I always feel the need to shout at Lilly/Jackie to shut the frik up.)

"I need-"

"Codeine? Paracetamol? Oh, I don't know, Pepto-Bismol?"

"I need-"

"Liquid paraffin. Vitamin C? Vitamin D? Vitamin E?"

"I need you to shut up," he growled.

"Oh hasn't changed that much has he?" The Doctor spasmed again, this time throwing himself against the opposite wall.

"We haven't got much time," he gasped, "If there's pilot fish then-why's there an apple in my dressing gown?"

"Oh that's Charlie, sorry," Lilly replied sheepishly.

"He keeps apples in his dressing gown?" asked the Doctor.

"He gets hungry."

"What, he gets hungry in his sleep?"

"Sometimes."

"Agh!" he cried, dropping to the floor, "Brain, collapsing." He grabbed Roseluck's hoof, "The pilot fish. The pilot fish mean, something, Something. something is coming." Then his whole body relaxed and he fell unconscious again.

* * *

Roseluck walked back into the living room. Lilly was making hot chocolate and Gear was setting up his computer on the phone line.

"Any change?" asked Lilly-luck.

"He's worse," Roseluck replied, "Fever and only one heart beating." She sat down on the couch and watched the telly. It was Star Shot, the scientist for Luna One.

"_Scientists in charge of Equestria's mission to Mars have re-established contact with the Luna One Space Probe,_" a voice-over announced, "_They're expecting the first transmission in the next few minutes."_

_"Yes, we are. We-we're back on schedule,_" stammered Star Shot,_ "We've received the signal from Lu-luna One. The Mars landing would seem to be an unqualified success." _

_ "But is it true that you completely lost contact earlier tonight?"_

_ "Yes, we had a bit of a scare. Luna seemed to fall of the scope, but it-it was just a blip. Only disappeared for a few seconds. She's fine now, absolutely fine. We're getting the live pictures transmitted live any minute now. I'd better get back to it._" Star shot waved at the cameras before walking off screen.

"Here we go," Gear said, "Pilot fish." Roseluck got up and trotted over, on the computer screen were pictures of little fish. "Scavengers like the Doctor said, harmless, they're tiny. But the point is, the little fish swim alongside the big fish."

"Do you mean sharks?" asked Roseluck.

"Great big sharks," Gear replied, "So what the Doctor means is, we had them," he pointed at the little fish, "Now we get this." A picture of a great white.

"Something is coming," Roseluck murmured, "How close?"

"No way of telling, but the pilot fish don't swim far from their daddy."

"So it's close?"

"Funny sort of rocks," Lilly said, watching the static-y TV as footage of mars streamed in. Roseluck stood up, "Those aren't rocks." She stepped forward, they all watched the TV intently. _ROAH!_ The rocks roared, the ponies watching jumped back in surprise. The photo of this alien immediately went viral, the same skull wearing red eyed alien was relayed across Gaia in a matter of minutes. No longer was it simply the night before Hearth's Warming, it was time for action.

Equestria Research and Defense was already working on it, they'd called for the head engineer on the Luna One project, Star Shot, and they were bringing them to the headquarters. In fact he was arriving there right now. Star Shot walked into the ERAD computer hub, well, actually, a room off of the hub. The Prime Minister was there.

"Mister Start Shot ma'am," he said. The Prime minister turned around and smiled at him.

"Parliament, Prime minister," she replied, whipping out her ID.

"Oh, well yes, I know who you are," Star Shot said, "I suppose I've ruined your holiday."

"Never off duty," she replied, "We've put out a cover story. Flare's been handling it." Her assistant stepped up, he was also a Pegasus, wearing a black suit and a, microphone in his ear? He had a small device in his hoof, almost like a small computer.

"We've said it was a hoax," Flare Chaser explained, "Some sort of mask or prosthetics. Somepony hi-jacking the signal, that sort of thing."

"Flare is might right-hoof pony," Parliament explained, "I'm not used to having an assistant, I quite like it."

"Quite like it myself," Flare replied.

"I don't suppose it was a hoax, was it?" questioned Star.

"That would be nice, then we could all go home," the Prime Minister said, "I don't suppose anypony's offered you a coffee?"

"No." She nodded and trotted over to the coffee machine, "The transmission was genuine. And this seems to be a new species of alien." She handed him the white teacup, "At least, not one we've encountered before."

"You seem to be talking about aliens as a matter of fact."

"There's an Act of Parliament banning my autobiography," she explained, half-jokingly.

"Prime Minister?" asked a soldier in the door.

"I'm with you!" The trio, being led by the soldier (his name was Shiny Shield but everypony just called him Major), left the small room back to the main hub.

"Miss Night can explain."

"I don't think we've been introduced, Parliament, Prime Minister."

"Yes, I know who you are," the black unicorn explained. "The transmission didn't come from the surface of Mars. Luna One was broadcasting from a point five thousand miles above the planet."

"In other words," Major interrupted, "They've got a ship and the probe is on board."

"But if they're not from the surface of Mars, then they might not be from Mars itself. Maybe they're not actual Martians!" Star Shot said excitedly.

"Of course not, Martians look completely different," Major said, "We think the ship was in flight when they just happened to find the probe."

"And they're moving," Night explained, "The ship's still in flight now. We're tracking it now." On the large screen in front of the room, a map of space between Gaia and Mars appeared with one single blip moving between the two.

"Moving in which direction?" asked Parliament.

"Towards us."

"How fast?"

"Very fast."

"What was your name again?"

"Starry Night."

"Thank you Starry."

* * *

"Roseluck!" called Gear, said mare turned her attention from the telly to his computer. "Take a look. I've still got access to the military. They're tracking a spaceship. It's big, it's fast, and it's coming this way."

"Coming for what though?" she asked, "The Doctor?"

"I don't know. Maybe it's coming for all of us," Gear suggested. He opened another tab, and slowly, a video feed came into focus of four aliens. Much like the one that had been seen on the first broadcast. One of them began to speak, but Roseluck couldn't tell what he was saying. The Tardis should've been translating. (The website I use says that the aliens actually speak a softer version of Klingon, an alien language from Star Trek)

"I don't understand what they're saying," Roseluck said, partly scared, partly worried, "The Tardis translates alien languages inside my head, all the time, wherever I am."

"So, why isn't it doing it now?" asked the Pegasus.

"I don't know," she replied, "Must be the Doctor. like, he's part of the circuit, and he's broken."

* * *

"I'm getting demands from Canterlot Ma'am," the Major said quietly to Parliament, "The Princesses are concerned that we won't be able to handle it."

"You can tell the Princesses, and please use my exact words, they may be strong and wise, but we know what to do." She turned to her assistant, "What have we got?"

"Nothing yet," Flare Shot explained, "Translating an alien language is going to take time."

"How far off is the ship?" asked Major.

"About five hours."

And the wait began. News had begun to spread to the rest of the world, some began to panic, others ignored it. Some just went to sleep and hoped for a normal Hearth's Warming. But it was not meant to be. Only a few hours after the wait began, Parliament began to get nervous. She walked up to Major, "I don't supposed we've had a Code Nine? No sign of the Doctor?" she asked.

"Nothing yet," he replied. Then, noticing the look on her face, continued. "You've met him haven't you? Is he really the stuff of legend?"

"He is that," she said. "Failing him, what about Torchwood?" (Random fun fact, Torchwood is an anagram of Doctor Who) Major's eyes widened in surprise.

"I-

"I know I'm not supposed to know about it, I realize that," Parliament explained, "But if ever there was a need for Torchwood, it's now."

"I can't take responsibility," the soldier stammered.

"But I can. See to it, get them ready."

"Prime minister!" called Flare Chaser. She trotted over to him, "has it worked?"

"Just about," he held up the small device, words translated across the small screen as he read. "Cattle, possibly ponies, you belong to us. To the Sycorax, they seem to be called the Sycorax, not Martians. We own you, we now possess your land, your minerals, your precious stones. You will surrender or they will die. Sycorax strong, Sycorax mighty, Sycorax rock. As in the modern term they rock."

"They will die," repeated Star Shot, "Not you will die, they will die. Who's they?"

"I don't know," Flare replied, "But it's the right personal pronoun. It's they." The Prime Minister thought for a moment.

"Send them a reply," she ordered, "Tell them, this is a day of peace on Gaia. Tell them, we extend that peace to the Sycorax. And then tell them, this planet is armed and we don't surrender."

* * *

Hours later, the sun rose over Equestria. It was Hearth's Warming, but not everypony was celebrating. Roseluck looked into the spare bedroom, Lilly-luck had fallen asleep sitting next to the Doctor. She sighed, "The Doctor wouldn't do this. The old Doctor, the proper Doctor. He'd wake up, he'd save us."

"You really love him don't you?" asked Gear. Roseluck closed her eyes and leaned against Gear sleepily before pulling him into a hug.

* * *

"They got the message," Starry Night said, "Here comes the response." The video feed lit up the large screen in front of the hub, it was the same four Sycorax as before. The leader raised his hand, blue energy pulsed from it.

"What was that?" demanded Parliament, "Was that a reply?"

"I don't know, maybe it was some kind of magic energy or static," Flare Chaser stammered.

"Almost like somepony casting a spell," Star Shot added. Behind him, the same blue energy pulsed over Night's head, almost like a blue magic bubble. "Maybe it's a different form of language, some sort of ideogram or pictogram." Suddenly, multiple members of the staff began to walk out.

"What the hell?" asked Star Shot, he watched as blue energy pulsed over another pony's head. "It's the light! The same light! Starry? What're you doing? Starry!"

"Don't, you'll hurt her," warned the Prime Minister when he tried to hold her back. Some of the soldiers raised their crossbows, "Let them pass!"

"Where are they going?" asked Star Shot following them.

* * *

It wasn't just happening there, Roseluck and Gear were watching it from the balcony outside the apartment. Lots and lots of ponies, most of them dressed in pajamas and dressing gowns, all of them shuffling down the street blank faced and silent. And occasionally, an orb of blue light would flash around their heads. But it was only affecting certain ponies, and it was happening all over Equestria.

They seemed to be heading anywhere with stairs, any high rise building, anything up. They were going all the way up, all the way up to the roof. And once on the roof, the possessed ponies walked right up to the edge and stood there. Roseluck and Gear stood up there with them, looking out over the city, where hundreds of ponies were poised to jump.

"What do we do?" Gear asked.

"Nothing," Roseluck mumbled, "There's nopony to save us. Not anymore."

* * *

Flare chaser turned to the Prime Minister, "It's not just Equestria, it's the whole world." Yes, all over the world, ponies and creatures alike were perched on cliffs, the edge of ships, rooftops, anywhere that a fall off of would be fatal.

"According to the reports, it's like a third. One third of the world's population. That's one million ponies and another two million of other creatures," Flare said grimly, "Three billion creatures ready to jump." Star Shot stared at the workers standing there, "Surrender or they will die."

"Wait a minute, there is a pattern," Flare said suddenly, "All these ponies tend to be, well, unicorns. Every single pony that walked out of here today was a unicorn."

"Oh dear, It's Luna One." Flare and Star Shot dashed over to a computer, Parliament turned to the Major.

"What about Torchwood?" she asked.

"Still working on it. Bear in mind they have just lost a third of their staff."

"But do they have what we need?"

"Yes ma'am."

"Well tell them to hurry up." Then they two gathered around the computer terminal.

"What other groups are on the roof?" asked Star Shot.

"I'm getting word from the Zebrean Islands, and Ponyville that the Local medicine zebra is on the roof, so are all the unicorns in town," Flare explained.

"Anywhere else?"

"Yeah, Crystal kingdom, a few in the Griffon Kingdom."

"That's it!" Star Shot, "They're all magic users. Magic potions, spells, skills, all creatures with abilities like that are standing on the rooftops. And it's all my fault."

"What's so special about the magic users?" asked Major.

"Nothing, but it _is_ my fault. Luna One, it's got one of those plaques identifying Gaia. A message to the stars. I mean, none of us expected anything to come of it, but we put maps and music, seeds and water, and… A spell. The Sycorax have the instructions for a simple levitation spell. And, well I don't know how, but through that-"

"They control the magic," Parliament finished. She looked at the Major, "There's only one more thing I can try. Major, with me."

* * *

The one more thing that Parliament was going to try, was a call for help. And so, broadcasting across radio and television, she made the plea.

"_Ladies and gentle-colts, if I may take a moment during this terrible time. It's hardly the Sister's holiday speech, I'm afraid that's been canceled."_ She looked off to the side, "_Did we asked about the Royal Sisters? Oh, they're on the roof. But, mares and gentle-colts, this crisis is unique, and I'm afraid to say, it might get worse. I would ask you all to remain calm. But I have one request. _

_ "Doctor, if you're out there, we need you. I don't know what to do. If you can hear me Doctor, if anypony can find him, the situation has never been more desperate. Help us, please Doctor, help us."_ Roseluck leaned against the wall, staring at the unconscious Time Pony, holding back tears. Lilly-luck trotted up to her, and she started to cry.

"He's gone," she cried, hugging Lilly tightly, "The Doctor's gone! He left me mum! He left me!" But before she continue, a massive shockwave tore through the apartment building, shattering glass and sending the ponies dropping in cover. It was the spaceship, it'd hit the atmosphere! All non-possessed ponies turned to look at the sky, where a massive rock was now hovering over Hoofdon.

From the underside it looked like a giant mountain had been lifted into the sky, taking it's cave channels and stones with it. Spikes of rock jutted off the sides and through the caves on the bottom glowed orange light like fire. And it hovered there, just sitting there in the sky of Hoofdon over the half-fixed Clockwork Tower. And as Roseluck stared out her window at the massive spaceship, she made up her mind.

She dashed past Lilly and Gear into the Doctor's room.

"What're you doing?" Gear asked.

"Gear, were going to carry 'im," Roseluck said, grabbing the blue dressing gown, "Mum, get your stuff, and some food. We're going."

"Where to?" asked Gear.

"The Tardis," she said, "It's the only safe place on Gaia."

"What're we going to do in there?" demanded Lilly.

"Hide!"

"Is that it?"

"Mum, look in the sky, there's a great big alien spaceship and I don't know what to do, alright? I've travelled with him, and I've seen all that stuff, but when I'm stuck at home I'm useless. Now all we can do is run and hide and I'm sorry. Now move."

* * *

"They're transmitting, onscreen," Star Shot called. Sure enough, there was a flicker of light and the from screen lit up with the four Sycorax. The leader began to speak.

"Will the tribal leader of this, world, stand forward," translated Flare Chaser. Parliament trotted forward.

"I'm proud to represent this planet," she said, wings raised.

"Come aboard," Flare explained.

"Well how do I do that?" she asked. Then she, the Major, Flare chaser, and Star Shot were all enveloped in blue light.

"What's happening?"

"I believe it's their version of a teleport." They vanished in streaks of blue light, then reappeared inside the gigantic spaceship hovering above. Inside was like a giant cave, their were tiers going up the sides where many more Sycorax stood. In front of the ponies stood the Sycorax leader.

He was a tall bipedal, 'bout six foot, wearing dark red robes adorned with stuff like claws and strange herbs it looked like. He was holding a tall staff with similar things dangling off of it and two strange horns on the top making it look like a two pronged pitchfork. It took a few steps towards them, then reached up and removed its helmet. Underneath, his skin was red and looked like raw red muscles, the edge of his face and top of his head were lined with bones, his teeth were sharp and his eyes as blood red as his skin. He was at least two feet taller than them, a foot taller than abnormally tall ponies.

This, was the leader of the Sycorax.

(Yes he's not a pony. I'll explain later)

He began to speak, Flare read off his hoof-held device to translate.

"You will surrender, or I will release the final curse and your people will jump," the leader had his hand over a large orange button, the one that would kill all the magic users on Gaia.

"If I can speak," Star Shot said stepping forward.

"Mister Star, you are a civilian," the Major warned.

"No, I sent the probe, I started it, I made contact with the Sycorax, this whole thing is my responsibility," he turned to address the Sycorax leader. "With respect sir, Equestria has only just taken its first step towards the stars, but we are like foals compared to you. And foals need help, they need compassion. I beg of you now, show that compassion." The Sycorax leader rolled his eyes, pulled out a massive glowing whip, and cracked it. It wrapped around Star Shot's head and electrocuted him, burning all the flesh off his bones.

"That stallion was your prisoner!" cried the Major, "Even your species must have articles of war preventing-" the whip was cracked again and the Major was also reduced to a skeleton. Parliament stepped forward, Flare tried to hold her back. She pulled out her ID, "Parliament, Prime Minister."

"Yes we know who you are."

"If I do surrender, how would that be better?" the Sycorax leader put his hand over the large button.

"Half is sold into slavery, or one third dies," Flare said, he looked up from the device, "Your choice."

* * *

"No chance you could fly this thing?" asked Gear hovering.

"Not anymore, no," Roseluck replied, they set the Doctor down.

"Well you did it before."

"I know, but it's sort of been wiped out of my like it's forbidden," she explained, leaning against the console. "Try that again I could rip the universe in half."

"Ah, better not then," Gear said half-jokingly.

"Maybe not."

"So what do we do? Just sit here?"

"That's as good as it gets." Lilly trotted into the Tardis, "Now stop your moaning." She set down the food bags and pulled out a thermos, "I've got tea in case anypony wants some."

"mmm, the solution to everything," Roseluck mumbled as Gear poured himself a cup.

"I'll get the rest of the food," Lilly galloped back outside, shutting the Tardis behind her.

"Tea, like we're having a picnic while the world comes to an end," Gear joked, "Very cheeky." He glanced at the Tardis controls, spotting the TV screen.

"How does this thing work?" he asked, examining it, "If it picks up TV, maybe we could see what's going on up there. Maybe we've surrendered. What do you do to it?" Roseluck walked over, "I don't know. It sort of tunes itself." She whacked it on the side lie she'd seen the Doctor do. A strange beeping/alarm noise began coming out of it.

* * *

The same noise began to scream and echo inside the cave ship of the Sycorax. The button began to flash in time with the sound. The leader hissed.

"The noise," Flare Chaser translated, "The bleeping. They say it's machinery, foreign machinery, they're accusing us of hiding it. Conspiring. Bring it on board."

* * *

The Tardis was enveloped in bright blue light just as Lilly-luck was running out with more food.

"Roseluck!" it was beamed up into the Sycorax ship, two armed guards stood in front of it ready to grab any immerging, anything. Inside, the noise was still playing loud.

"Maybe it's a distress signal," Gear suggested.

"Fat lot a good that's going to do," Roseluck moaned.

"Are you going to be a misery all the time?"

"YES!"

"You should look at it from point of view, stuck in here with your mum's cooking."

"Where is she?" asked Roseluck, "I better give her a hoof, might start raining missiles out there."

"Tell her anything from the tin, that's fine!" Gear called as she got up and trotted out.

"Why don't you tell her yourself?" asked Roseluck from the door.

"I'm not that brave."

"Oh, I don't know," Roseluck stepped outside and shut the door behind her, and was immediately grabbed by a Sycorax. She screamed. Gear heard it and ran outside to help her, dropping the thermos of tea causing it to spill sending tea dripping into the Tardis's circuitry. Gear ran out of the Tardis, Roseluck called to him: " The door! Close the door!" He managed to shut it just before a Sycorax grabbed him too. The Sycorax cheered wildly.

The two newest prisoners were shoved into the others, Parliament hugged Rosleuck.

"Sweet Celestia Roseluck, are you alright?"

"Yeah, I'm okay."

"The Doctor, is he with you?" Roseluck hesitated, before replying, "No. We're on our own." The Sycorax leader began to speak again, Flare hurried to translate.

"The pink mare, she has the clever blue box. There fore, she speaks for your planet."

"But she can't," the Prime Minister protested.

"Yeah I can," Roseluck said firmly.

"Don't you dare," Gear begged.

"Somepony's got to be the Doctor." Roseluck turned and faced the Sycorax. She exhaled, trying to calm her nerves.

"They'll kill you!"

"Never stopped him." She took a shaky breath, and began, "I, address the Sycorax ac-cording to Article Fifteen of the Shadow Proclomation. I command you to leave this world, with all the authority of the Slithe-en Parliament of, Raxacoricofallapatorius, and uh, the Gelth Confederacy as um, sanctioned by the Mighty Jagrafess and, oh, the Daleks! Now, leave this planet in peace!" she cried, "In peace." The Sycorax began to laugh.

"You are very very funny," Flare Chaser translated, "And now you're going to die."

"Leave her alone!"

"Don't touch her!"

"Did you think you were clever? With your stolen words? You are but a wailing child. If you are the best your planet can offer as a champion-"

"Then your world will be gutted," hissed the Sycorax leader.

"Then your world will be gutted," said Flare.

"And your people enslaved." Flare stopped, "Hold on. That's Equestrian."

"He's speaking Equestrian," repeated Parliament.

"You're speaking Equestrian," said Roseluck, pointing up at the Sycorax leader.

"I would never dirty my tongue with your primitive bile," he rasped.

"That's Equestrian," Roseluck insisted, "Can you hear it?" Gear nodded, so did the others.

"I speak only Syocraxic!" the leader roared.

"If I can here Equestrian," Roseluck said, "Then it's being translated. Which means it's working. Which means," she looked back at the Tardis, everypony followed her gaze, just in time to see the Doors open and the new Doctor stroll out, "Did you miss me?" The Sycorax leader roared and cracked his whip at the Time-Pony, it wrapped around the Doctor's neck but did nothing, he pulled it out of the bipedal's hands.

"You could have somepony's eye out with that thing," the Doctor said, unwrapping it and tossing it aside. The Sycorax leader tried clubbing him, but the Doctor caught the staff in his teeth and threw it on the ground, crushing it with his hoof.

"You just can't get the staff," he muttered, "Now you, just wait, I'm busy." He turned to the ponies, "Gear, hello! And Parliament MP for Clouds-dale north. Blimey, the whole gangs here!" He turned to Roseluck with a smile, "Tea! That's all I needed, good cup of tea! Superheated infusion of free radicals and tannin. Just the thing for healing synapses. Now," he dropped his voice to a serious whisper, "Be honest, how do I look?"

"Uh, different," Roseluck replied.

"Good different or bad different?"

"Just different."

"Am I, ginger?"

"Now, you're just sort of brown."

"I wanted to be ginger," he moaned, "I've never been Ginger. And you, Roseluck, fat lot of good you were, you gave up on me! Oh, that's rude. Is that the stallion I am, rude? Rude and not ginger."

"I'm sorry, who is this?" asked Parliament, confused.

"I'm the Doctor."

"He's the Doctor."

"But what happened to my Doctor?" asked Parliament, "Or is it just a title that's just passed on?"

"I'm him," the chestnut stallion insisted, "I'm literally him. Same stallion, new face. Well, new everything."

"But you can't be."

"Parliament, we were trapped in Downing Street and the one thing that scared you wasn't the aliens, it wasn't the war, it was thought of your mother being on her own."

"By Luna's moon." The Doctor smiled, "Did you win the election?"

"Landslide majority."

"If I might interrupt," the Sycorax leader said.

"Yes, sorry. Hello big fella," the Doctor trotted right up to him, and, considering the Doctor was rather tall for a stallion, looked up at him with a smile.

"Who exactly are you?" asked the Sycorax.

"Yes, well, that is the question."

"I DEMAND TO KNOW WHO YOU ARE!" the leader roared.

"I DON'T KNOW!" the Doctor shouted back, "See there's the thing. I literally, do not know who I am. It's all untested." He began to stroll about almpst lazily, "Am I, funny? Am I sarcastic? Sexy?" he winked at Roseluck, "Right old miser? Life and soul? A Gambler, a fighter, a coward, a traitor, a liar? A nervous wreck? I mean, judging by the evidence I've certainly got a gob." He stopped in front of the pedestal where the button sat, "And how am I going to react when I see this, a great big threatening button!" He galloped up to the orange button.

"A great big threatening button that must never ever be pressed under any circumstances am I right?" the Doctor looked at the Sycorax leader, still grinning like an idiot, "Let me guess, it's some kind of control matrix? Hold on, what's feeding it?" He knelt down and popped open the bottom of the case. Inside, a rock was being suspended by a magic aura.

"And what've we got here? Magic, definitely magic. But that means," he shot to his hooves, "Magic control! Reversing the flow so they don't control it you do! Oh that's brilliant, I've never seen anything like it! You're controlling all the magical beings on Gaia." He glanced at the button, "But that leaves us with one great big stinking problem. See, I really don't know who I am, I don't know when to stop. So if I see a great big threatening button which should never eeever be pressed under any circumstances, I just want to do this."

He reared up and slammed both his front hooves on the button.

"No!" cried Roseluck.

"You killed them!" yelled Flare Chaser.

"What do you think big fella, are they dead?" asked the Doctor.

"We allowed them to live," the leader grumbled.

"Allowed? You've no choice! I mean, that's all magic control is, a cheap bit of voodoo. Scares the pants off you but that's as far as it goes. It's like hypnosis, you can hypnotize somepony to strut like a chicken or sing like a bird but you can't hypnotize them to death. Survival instinct's too strong."

"Magic control was just one form of conquest," the Sycorax leader hissed, "I can summon the armada and take this world by force!"

"Well yeah, you could do that," the Doctor mused, "But why? Look at these ponies. Consider their potential, their strength. From the day they arrive on the planet, blinking, stepping into the sun, they hold potential for things much greater than you Mr. Sycorax. So please, leave them alone!"

"Or what?"

"Or," the Doctor snatched a sword from a nearby Sycorax warrior, galloped off the pedestal over to the Tardis, "I challenge you!" laughter erupted from the watching Sycorax.

"Oh, that struck a chord. Am I right that the sanctified rules of combat still apply?" asked the Doctor, shrugging off the blue dressing gown.

"You stand as this world's champion?" asked the Sycorax, with a laugh.

"Thank you, I've no idea who I am but you just summed me up," he tossed the gown toe Rosleuck and tied the sword onto his right hoof with the dangling straps. It'd act like an extension of his arm rather than a bulky object he was carrying. The Sycorax leader unsheathed his sword.

"So, do you accept my challenge, or are just a cranak pel casacree salvak?" the Time-Pony asked, clicking the K. Thank Celestia the Tardis didn't translate that, because the Sycorax hissed angrily.

"For the planet?"

"For the planet." The leader immediately attacked, slashing for the Doctor's head. He ducked and tried to use his own sword to slash his opponent's legs, but the sword was too heavy and he ended up just swinging it wildly and stumbling forward.

"Look out!" cried Rosleuck, the Doctor just managed to dodged a downward swipe.

"Oh yeah that helps!" he cried sarcastically, "Wouldn't have thought of that otherwise! Thanks!" He turned and retreated, running lopsided because of the sword. He whacked a button on the wall as he passed opening the wall to the upper outer side of the floating island. He turned and managed to parry the next swipe from the Sycorax. He kept blocking the strikes and slowly retreating back, until they hit the edge. _Wham! _The Sycorax leader smashed the butt of his sword into the Doctor's muzzle making him stumble again.

"Stay back!" he warned when the others tried to help, "Invalidate the challenge and he wins the planet!" He wiped away a drip of blood, then raised the sword and lunged at the SYcorax. The leader stepped aside and swiped at the sword, knocking the Doctor sideways and causing him to roll along the ground. While the Doctor was down, the Sycorax raised his sword and brought down hard on the hoof holding the stolen Sycorax sword. It cut clean through, and the Doctor's hoof and the sword it was tied too fell to the ground below.

The Doctor stared with wide eyes at where his hoof used to be, the Sycorax Leader roared with triumph. The Time-Pony slowly stood up, "You cut my hoof off." His opponent made no sign he'd heard.

"And know I know what kind of stallion I am," the Doctor continued, "I'm lucky. Because, quite by chance, I'm still within the first fifteen hours of my regeneration cycle, which means I've got just enough cellular energy, to do this." And slowly, his hoof returned, glowing ever so slightly gold. The Sycorax's eyes widened, "Witchcraft."

"Gallopfrey," the Doctor replied with a smirk.

"Doctor!" called Roseluck. The Doctor glanced over and she threw him another sword.

"Oh, so I'm still the Doctor then?" he said tying it on.

"No arguments from me!" He turned back to the Sycorax leader, "Want to know the best bit? This new hoof, it's a fighting hoof!" and he charged the Sycorax yet again. The leader just barely was able to parry the strike. The swords were locked, the Doctor turned his and disarmed the leader catching the sword and pushing the hilt into the Sycorax's abdomen, twice. The leader dropped to the ground, his head just over the edge of the ship. The Doctor put the point of his blade under the leader's chin, "I win."

"Then kill me."

"I'll spare your life if you take this champion's command. Leave this planet and never return. What say you?"

"Yes," the Sycorax growled.

"Swear on the blood of your species," the Doctor ordered.

"I, I swear."

"There we are then," the Doctor said, returning to his happy demeanour, "That wasn't so hard. Thanks a lot big fella." He untied the sword and cast it aside, trotting up to his friends.

"Bravo!" called Parliament.

"That says it all, BRAVO!" cried Roseluck.

"Uh huh, not bad for a stallion in his jim-jams," the Doctor said, Roseluck handed him the dressing gown. He slipped it on, "Hold on, what have I got here." He reached into his pocket and pulled out an orange, "A Satsuma. Ah that friend of your mother's, he does like his snacks doesn't he." They started to walk off, the Doctor rambling away about the holidays. The Sycorax leader got back onto his feet, grabbed the Doctor's discarded sword, and charged with a battle cry. The Doctor threw the orange and it bounced off a button, opening the floor under the Sycorax leader, sending him falling into the Thames miles below.

"No second chances," the Doctor said, "I'm that sort of a stallion."

* * *

The team, wait, are they a team? You know what, never mind.

They trotted inside, in front of the Tardis. The Doctor turned and faced the large crowd of watching Sycorax, "By the ancient rites of combat, I forbid you to scavenge here for the rest of time. And when you go back to the stars, and tell others of this planet, when you tell them of it's riches, it's potential, it's ponies. When you talk of Gaia, then make sure you tell them this. It, is, defended!" the blue light enveloped them and they were beamed back down.

"Where are we?" asked Roseluck looking around.

"We're just of Bloxom road, we're just round the corner, we did it!" cried Gear.

"Wait a minute," the Doctor warned, they looked up at the sky as the floating island flew back off to the stars.

"Go on! Run!" Gear cried.

"Yeah! Don't come back!" Roseluck yelled.

"It is defended!" The Doctor turned to Parliament, she smiled and shrugged at him, "My Doctor."

"Prime Minister," they hugged briefly.

"Absolutely the same stallion," she said, before looking up at the sky. "Are there many more out there?"

"Oh no, not just Sycorax. Hundreds of species, thousands," the Doctor explained. "And Gaia's drawing attention to itself. Every day you're sending out signals and probes and messages, this planet's so noisy. You're getting noticed more and more. You'd better get used to it."

"Roseluck!"

"Mum!"

"Oh, speaking of trouble." Lilly-luck ran forward and hugged her daughter, "You did it!"

"You did it too, it was the tea. Fixed his head," Roseluck replied.

"That was all I needed," the Doctor said happily, "cuppa tea."

"I said so," Lilly said.

"Look at him!"

"Is it him though?" she asked uncertainly, "Is it really the- oh my gosh! It's the bleeding Prime Minister!"

"Come here you," the Doctor said, spreading his hooves open for a hug. Lilly rushed forward and hugged him, Roseluck and Gear joined in. Group hug!

Flare Chaser walked up to the Prime Minister, "It's a message from Torchwood. They say they're ready." Parliament looked at the happy group of ponies in front of her before sighing and replying, "Tell them to fire." Flare relayed the message. _Zap!_ A green laser shot into the sky, followed by another and another, then the three beams collected into one giant beam and fired into the sky. The large green laser hit the Sycorax ship blowing it up and killing all onboard.

"What is that?" asked Roseluck, "What's happening?"

"That was murder," the Doctor growled, turning to face the Prime Minister.

"That was defense," the Prime Minister replied. "It's adapted from alien technology that fell to Gaia ten years ago."

"But they were leaving!"

"You said yourself Doctor, they'd go back to the stars and tell others of Gaia. I'm sorry, but you're not here all the time. You come and go. It happened today that Mister Star Shot and the Major were murderer. They died right in front of me while you were sleeping. In which case we have to defend ourselves."

"Hoofdon's Golden Age."

"It comes with a price."

"I gave them the wrong warning," he said quietly, "I should've told them to run, run and hide because the monsters are coming. The Equestrian race."

"Those are the ponies I represent. I did it on their behalf."

"Then I should've stopped you."

"What does that make you Doctor? Another alien threat?"

"Don't challenge me Parliament, because I'm a completely new stallion. I could bring down your government with a single word."

"You're the most remarkable stallion I've ever met, but I don't think you're quite capable of that."

"No, you're right. Not a single word, just six."

"I don't think so."

"Six words."

"Stop it!"

"Six." He glared at for a moment before walking over to Flare. He pulled out the Bluetooth mic and whispered: "Don't you think she looks tired?" Flare looked confused, the Doctor turned, trotted over to Roseluck, took her hoof, and they left.

"What did he say?" Parliament asked, scared.

"Oh well, nothing really."

"What did he say?"

"Nothing, I don't know!"

"Doctor! Doctor, what did you say? What was that? What did you say Doctor? Doctor!" She stopped, "I'm sorry."

* * *

_When I woke up today!_

_ And the world seemed a restless plaace,_

_ It could have been that way for me._

The Doctor looked through the clothes in his extensive wardrobe, he considered a few different ones. Including one that looked like a marching band uniform, but none of them seemed right.

_Then I wandered around,_

_ And I thought of your face,_

_ That happy feeling back at me,_

There was a mad scramble to get dinner ready, Roseluck and Lilly doing the cooking and messing around at the same time. Gear trying to do his best to make the flat look like a killer tree hadn't crashed through there the night before. Soon the table was set, with food aplenty.

_I wish today was just like any other day, _

_ Cause today has been the best day-_

The Doctor stopped, something on the rack had caught his eye, he pulled out a brown pinstripe suit with blue stripes, a small hourglass was pinned to the lapel, and a long brown overcoat. He smiled, this would do quite nicely.

_Everything I ever dreamed._

_ Then I started to walk,_

_ Pretty soon I will ruuuun,_

He tried on the suit, green tie, blue stripes, and the long coat. He looked quite dashing. He admired himself in front of a mirror, checking out his hair, teeth, and everything new about him.

_And I'll be running back to you._

_ Because I followed my star,_

_ And that's what you aaaare,_

_ I've had a merry time with you,_

The holiday feast was just about to begin, when the Time-Pony walked into the flat. Roseluck glanced up at him, she smiled.

_I wish today was just like every other day!_

The feast had soon passed and now they were playing with the crakers. The Doctor had already gotten a red foldout crown from one and was now playing with Roseluck. They pulled on the separate sides until pop! It burst open.

"Oh, that's yours," the Doctor said. Roseluck pulled out a crown for herself, a pink one.

"Oh it's pink! It should be yours mum," Rosleuck said slipping it on. "Look, it's Parliament!" The center of attention turned to the television. The Doctor put on a pair of black spectacles.

_"Prime Minister! Is it true you are no longer fit to be in position?"_

_ "No, now can we talk about other things?"_

_ "Is it true you're unfit for office?"_

_ "Look there is nothing wrong with my health. I don't know where these rumors are coming from! And a vote of no confidence is completely unjustified."_ The telephone began to ring.

_ "Are you going to resign?"_

_ "On today of all days, I'm fine. Look at me, I'm fine. I feel fine, I look fine, I'm fine._"

"It's Daisy," Lilly reported, "She says go look outside."

"Why?" asked Roseluck.

"I don't know, just go outside and look. Come on, shift!" They galloped outside after pulling on their jackets. It was snowing, gentle white flakes drifted down from the sky. Streaks of orange light criss-crossed the sky.

"Oh it's beautiful," Rosleuck said, looking up, "What are they, meteors?"

"It's the spaceship breaking up in the atmosphere," the Doctor said, gazing up with a sad look in his eyes, "This isn't snow. It's ash."

"Okay not so beautiful," Roseluck corrected with a shudder.

"This is a brand new Equestria," the Doctor mused, "No denying the existence of aliens now, everypony saw it. Everything's new."

"And what about you?" asked Roseluck, "What are you going to do next?"

"Well, back to the Tardis, same old life."

"On your own?"

"Why, don't you want to come?"

"Well yeah."

"Do you though?"

"Yeah!"

"I just thought, because I changed…"

"Yeah I thought because you changed you might not want me anymore."

"Oh I'd love you to come," the Doctor insisted.

"Okay."

"You're never going to stay are you?" asked Gear solemnly.

"There's just so much out there, I got to," Rosleuck replied.

"Well I reckon you're mad," Lilly-luck said, "It's like you go looking for trouble."

"Trouble's just the bits in between," the Doctor said happily, "It's all waiting out there Jackie, and it's brand new to me. All those planets, creatures, new horizons, I haven't seem them yet! Not with these eyes, and it is going to be," he turned to Roseluck and with a little accent change said, "Fantaastic." He held out his hoof.

"That still gives me the creeps," she said nervously, but took it anyways.

"So, where are we going first?"

"Um, that way," he said pointing, "No wait, that way."

"That way?"

"Hm?"

"Yeah, that way."

_To be continued in New Equestria…_

**Me:Okay, I made the Sycorax bipedal and humanoid because then what they said would make more sense, calling the ponies cattle and all. Plus, they'd think conquering peaceful colorful ponies is easy. But, moving on.  
**

**Ten, how bout you do the honors?**

**10: pleasure. Hasbro owns all copyright to the world of MLP FiM. The BBC owns all copyright over the world of Doctor Who. Can't wait to see you all next time!**

**Me: About next time, I need a pinch of help. I can't figure out what the ponified name of New New York is. Of course there's Manehatten but what's New New York going to be? I've only got New Horse but that's lame. Please! Help is appreciated!**


	3. Episode 2, New Equestria

Doctor Whooves

_New Equestria_

**This episode is on my list for having the most awkward moments in Doctor who. Yet, I absolutely adore it.**

**Sorry for being a tad late, got grounded from the computer when I needed to post.**

The Tardis doors opened, in walked a stallion. It was his third time in the Tardis, even though he'd been in it many many times before. As he walked in, he threw his large brown overcoat over one of the coral spires, letting it hang there. He trotted up to the Tardis controls, and pressed a single button. The lights grew bright and the time machine hummed happily. The Doctor smiled, glad to be back in his beautiful time machine.

Roseluck hugged Lilly-luck one last time, gave Gear a peck on the cheek, then galloped into the Tardis. The light had already begun to flash, they were leaving soon. Like soon as in now. Because when she trotted into the Tardis, stuffed saddle bags, baseball cap, blue jacket and all, the Doctor was already busy getting ready.

He looked up at her, and smiled. He motioned for her to join him. Roseluck had just reached the controls when the Tardis began to rock back and forth as they rocketed through time.

"Where are we going?" asked Roseluck excitedly. The Doctor grinned at her like a mad-pony.

"Further than we've ever gone before," he replied, still wearing that mad smile.

**Play the theme for us all to enjoy!**

Across the river from New New Manehatten, the Tardis materialized on top of a large stepped out and her eyes widened, the Doctor stepped out behind her and shut the Tardis.

"It's the year five billion twenty three, we're in the galaxy M87 and this," he looked around with a nostalgic smile, "This is New Equestria." Indeed, the city was tall with shiny metal buildings reaching to touch the sky. Pegasus weaved between the buildings as they flew, and other ponies did the same in coaches made of metal soaring through the sky like rockets. And the color, oh the color, the city looked like somepony had dumped a whole art set on it! Any building that wasn't all glass could be red, blue, green, and even gold.

Roseluck stared at the city with the biggest smile.

"That's just, that's just," she stammered.

"Not bad, not bad at all," the Time-Pony agreed.

"That's amazing," Roseluck finally said, "I'll never get used to this. Never." She jumped up and down. "Different ground beneath my hooves, different sky. What's that smell?" The Doctor pulled a few blades of grass and held them out to her, "Apple grass." She took a blade and tasted it, it actually tasted like apples.

"That's good," she murmured, "This is beautiful. Oh I love this. Can I just say, travelling with you, I love it."

"Me too," the Doctor replied, "Come on!" he grabbed her hoof and dragged her off down the hill.

* * *

"Pony! she's a pure blood pony! Closer, closer," a pale dragon hissed, twisting knobs around the red crystal ball. This was a young dragon, but by no means a baby. He was all whites and dusty greys, with odd swirling bandana patterns covering his scales. The dragon was somewhere dark, dirty, and frankly a little evil looking.

On the surface, a little silver spider scuttled trough the apple grass towards Roseluck and the Doctor. They were lying on top of his over coat, staring out at the city.

"So, the year five billion, the sun expands, Gaia gets roasted," the Doctor started.

"That was our first date," Roseluck said with a smile.

"We had chips," the Doctor replied, "So, anyway, planet gone, all rocks and dust but Equestria lives on, spread out across the stars. Soon as Gaia burns up, oh yeah all nostalgic, big revival movement, but then they find this place. Same size as Gaia, same air, same orbit. The call goes out and everypony moves in. Griffons come too, dragons and crystal ponies, all sorts come. It becomes new Gaia, but they call it New Equestria by those who founded it."

"What's the city called?" asked Roseluck sitting up.

"New Manehatten," the Doctor replied, sitting up next to her. "Strictly speaking, it's the fifteenth Manehatten since the original, so that makes it New New New New New New New New New New New New New New Manehatten." He glanced at Roseluck who was staring at him. "What?"

"You're so different," she murmered.

"New new Doctor," he said with a smirk. Unbeknownst to them, the silver spider crept closer.

* * *

"Impossible!" hissed the dragon's master, "I'd recognize that child anywhere. Her face, show me her face!" he hurried, ushering the spider closer.

* * *

"Can we go visit New New Manehatten, so nice they named it twice?" asked Roseluck getting back onto her hooves.

"Well, I thought we might go there first," the Doctor said, getting up as well and slipping on his long coat. He was refrencing the large pair of curved skyscrapers on the edge of the rivers. The were made of white concrete and shimmery silver metal, on the side was a large green crescent moon.

"Why, what is it?" asked Roseluck.

"Some sort of hospital," the Time-Pony replied. "Green moon on the side, that's the universal symbol for hospitals. I got this message on the psychic paper," he pulled it out and showed it to Roseluck. It said Ward 26, please come. "Somepony wants to see me."

"Hmm, and I thought we were just sightseeing," Roseluck remarked, wrapping her hoof around the Doctor's, "Come on, we've got an appointment."

* * *

"Roseluck!" the Dragon's master hissed, "I knew it. That dirty mare assassin!" what the hell was this thing talking about? Well you might remember, oh so long ago, the skin flat that had tried to blow up platform one? Well, she's back. Say hello once again to Cassandra Dream Darling Dot Delta Seventeen. She was still alive.

"She's coming mistress," the dragon said.

"This is beyond coincidence!" Cassandra cried, "This is destiny! At last I can get revenge on that little-"

* * *

"Bit ironic coming from you."

"I can't help it, I don't like hospitals. They give me the creeps," the Doctor insisted as they trotted through the revolving doors into the hospital. (Fun fact, the Doctor is afraid of hospitals because his seventh regeneration was killed in one when human doctors tried to operate on him to fix a bullet wound. Aka, Doctor who the movie. No joke.)

The ceilings were tall and strips of cloth or fabric hung down from the ceiling as banners, the tile underneath was white and so were the walls. Green and white pillars were placed under and around the front desk.

"Very smart," Roseluck said, "Not exactly perfect though."

"No shop, I like a little shop," the Doctor muttered looking around.

"I thought this far in the future they would've cured everything," Roseluck admitted.

"Well, as the Equestrian race evolves so do the diseases." She wasn't watching the Doctor, Roseluck was instead staring at the Pony sized cat that had just walked past her dressed in white robes. "It's an ongoing war."

"They're cats," she said pointing at the nurse who'd just passed.

"Now don't stare," the Doctor warned, "Think what you look like to them all, pink and yellow. That's where I'd put the shop, right there." He turned and trotted into an open elevator, "Ward 26 thanks!"

"Hold on!" Roseluck cried racing after him, but the door shut before she could get in.

"Oh, too late I'm going up," the Doctor called.

"It's alright there's another lift."

"Ward twenty six, and watch out for the disinfectant."

"Watch out for what?"

"The Disinfectant!"

"The what?"

"The disin-oh you'll find out." Roseluck stepped into her open elevator, "Uh, Ward twenty six, thanks." But her elevator went down, the Doctor's went up.

"_Commence stage one disinfection_," the speakers in the Doctor's elevator droned, before a blast of cold water sprayed him. He slicked back his hair and gave it a good scrub in the momentary downpour.

"_Commence stage one disinfection,_" Roseluck's elevator repeated. She too was sprayed by cold, water, she shrieked in surprise, and began smacking the wall blindly for an off switch.

Stage two was a spray of white powder; the third was blow dry from a massive fan. The Doctor's coat flew out behind him under the gale like a cape and dried in seconds. It took Roseluck a minute but she got the hang of it and managed to fix her hair in the wild wind. Both of them stepped out of their elevators at the same time, in very different places.

The Doctor arrived in a stark white infirmary room. Roseluck was in a room like a sewer, with curved black walls only feet above her head. Roseluck looked down the hall, A white dragon in a white robe and small blue hat was standing in front of her a ways away.

"The filly is clean," he said.

"Um, I'm looking for Ward 26," she said, stepping over a discarded pipe.

"This way Roseluck," the dragon said, before scampering off. Roseluck watched him go; she cautiously picked up one of the discarded pipes and followed slowly.

* * *

The Doctor was escorted, I say escorted but he knew the way, into Ward 26. It looked like you might expect it to look, curtained off rooms all the way to the back with bright white walls and a massive window. Multi-colored bags of medicine hung on IVs for the patients, and the ones the Doctor could see included a completely white stallion strapped in a chair and a red one floating in midair in a blocked off cubicle.

"Nice place," the Time-Pony said to one of the nurses, "No shop downstairs. I'd have a shop. Not a big one. Just a shop, so ponies can… shop." The nurse pulled back her veil, revealing a brown and white kitty face.

"The hospital is a place of healing," she said.

"A shop does some ponies a world of good, not me, other ponies."

"The Sisters of Plentitude take a lifelong vow to help and to mend." They started to walk further into the room, passing by each cubicle. The Doctor glanced into one and saw a rather, okay very, large stallion in fancy robes sitting in the chair. His skin was grey and covered with patches of stone. An officially dressed mare was standing beside him, and when she caught the Doctor staring, she stepped forward and with the most authoritive air said: "Excuse me! Members of the public may only gaze upon the Duke of Manehatten with written permission from the senate of New New Manehatten."

"That's Petrifold Regression, right?" asked the Doctor.

"I'm dying sir," the Duke said, "A lifetime of charity and abstinence and it ends like this."

"Any statements made by the Duke of Manehatten may not be made public without official clearance," the assistant said. The Duke cried out and she rushed to his side. "Sister Jatt a little privacy please!" the cat nurse closed the curtains on the cubicle and led the Doctor further into the ward.

"He'll be up and about in no time," Sister Jatt said.

"I doubt it," the Time-Pony replied. "Petrifold Regression? He's turning into stone. There won't be a cure for, oh…" he thought for a moment, "A thousand years? He'll be up and about no doubt, but only as a statue."

"Have faith in the Sisterhood," Jatt assured him. "But is there no one here you recognize? It's rather unusual to visit without knowing the patient." The Doctor looked around once more, then caught sight of a patient beside the window.

"No, I think I've found him," the Doctor said with a small smile. Beside the large window at the end of the ward, was a massive fishbowl like container with a large head inside. The Face of Boe. Jatt nodded and led the Doctor over, "Novice Hame, if I can leave this gentle-colt in your care?" The calico sitting next to the Face nodded, Jatt turned to leave.

"Oh wait, I think my friend got lost. Roseluck, could you ask at reception?"

"Certainly sir." And she turned, and left. The Doctor turned around and looked into the large tank.

"I'm afraid the Face of Boe's asleep," Novice Hame said. "That's all he tends to do these days. Are you a friend or…?"

"We met just once on Platform One," he explained. "What's wrong with him?"

"I'm so sorry, I thought you knew. The Face of Boe is dying."

"of what?"

"Old age," Hame looked at her patient and sighed. "The one thing we can't cure. He's thousands of years old. Someponies say millions, although that's impossible."

"Oh, I don't know. I like impossible." The Doctor knelt next to the Face of Boe, he placed a hoof on the glass. "I'm here, I look a bit different, but it's me. It's the Doctor."

* * *

Roseluck followed the dragon down a very long hall until he walked into another room, past a curtain of plastic, where a video projector was playing. Roseluck trotted in and looked at the video, it was a party. A fancy one at that, the mares were in sparkly dresses and the stallions in tuxedos. One unicorn in particular, with blue eyes, orange coat, curly and pretty purple hair, and a silvery dress, seemed frighteningly familiar.

"Wait a minute, that's-" Roseluck spun around, spotting the skin trampoline.

"Peekaboo!"

"Don't you come anywhere near me Cassandra!" she cried, holding out the metal rod.

"Why? What am I going to do to you? Flap you to death?" asked Cassandra sarcastically.

"Yeah, but what about Gollum?" Roseluck asked, nodding at the pale dragon, watching from behind a pillar.

"Oh, that's just Chip, he's my pet," Cassandra explained.

"I worship the mistress!" Chip said proudly.

"Moisturize me, moisturize me." Chip picked up a red perfume bottle and began to spritz Cassandra.

"He's not even a proper lifeform," Cassandra said. "He's a force grown clone, I modeled him on my favorite pattern. But he's so faithful. Chip sees to my physical needs."

"I hope that means food," Roseluck said nervously. "How comes your still alive?"

"After you murdered me?"

"That was your own fault."

"The brain of my mistress survived," Chip said. "And her pretty blue eyes, salvaged from the bits."

"What about the skin? I saw it," Roseluck giggled, "You got ripped apart."

"That piece of skin was taken off the front of my body, this was taken from the back."

"Right! SO you're talking out of your-"

"Ask not."

"The mistress was lucky to survive," Chip explained. "Chip secreted m'lady into the hospital"

"So they don't know you're here?"

"Chip steals medicine, helps m'lady. Soothes her, strokes her-"

"You can stop right there Chip," interrupted Roseluck.

"But I'm so alone," Cassandra groused. "Hidden down here, the last True Equestrian in existence."

"Don't start that again. They've called this planet New Equestria!"

"A vegetable patch."

"And there's millions of ponies out there. Millions of them!"

"Mutant stock."

"They evolved Cassandra, they just, evolved. Like they should. You stayed still, all pickled and preserved and what good did it do you?" the trampoline pony sighed, she gazed longingly at the playing film.

"Oh I remember that night, drinks for the Ambassador of Thrace. That was the last time anypony told me I was beautiful. After that it became, such hard work."

"Well, you've got a knack for survival I'll give you that," admitted Roseluck.

"But I've not been idle Roseluck, tucked away underneath this hospital. I've been listening. The Sisters are hiding something," Cassandra said.

"What do you mean?"

"Oh these cats have secrets. Hush, let me whisper. Come close." Roseluck scoffed, "You must be joking if you think I'm coming anywhere near you." She backed away from them, but as she passed through the doorway, ropes of yellow energy zapped out of the walls grabbing her and holding her in place.

"Chip, activate the psychograft!" cried Cassandra.

"I can't move! Cassandra let me go!" Chip grabbed the large red lever and pulled it down sharply. Blue streaks of energy came down from the ceiling creating a cage of blue light around Roseluck.

"The lady's moving on," she cried. "It's goodbye trampoline, hello Rosie!" Cassandra concentrated, her features became a blur of pink gas which floated off the skin flap, dashed across the room and flew into Roseluck's head. The machines deactivate, and the mare collapsed onto the cement. Chip scampered over, "Mistress?" Roseluck groaned, "Moisturize me." As Chip ran to grab the squirter, Roseluck caught sight of her hooves.

"Hooves, muzzle, hair!" She leapt up, "Let me see! Let me see!" She stood in front of a metal mirror orb thing hanging from the ceiling, and gasped.

"Oh Celestia, I'm a chav!"

* * *

Hame glanced up and nodded thanks, accepting the plastic cup from the Doctor. She lapped it up gratefully.

"That's very kind, there's no need." The Doctor shook his head and finished his own glass, "You're the one working."

"There's not much to so, just maintain his smoke," Novice Hame explained. "And I suppose I'm company. I can hear him singing, sometimes, in my mind. Such ancient songs."

"Am I the only visitor?" asked the Doctor, looking away from New New Manehatten.

"The rest of Boe-kind became extinct long ago," Hame explained. "He's the only one left. Legend says that the Face of Boe has watched the universe grow old. There's all sorts of superstitions around him. One story says that just before his death, the Face of Boe will impart his great secret, that he will only speak those words to one like himself." The Doctor's ears literally perked up, "What does that mean?"

"It's just a story."

"So tell me it."

"It's said he will talk to a wanderer," Hame explained. "To the stallion without a home. The lonely God." That sounds an awful lot like the Doctor, does it not?

* * *

"Look at me! From class to brass!" complained Cassandra. "Although…" she looked at herself from a different angle, "Curves, oh baby! It's like living inside a bouncy castle!"

"Mistress is beautiful," Chip said happily.

"Absolutely!" she said happily. "Oh, but look." She trotted over to the empty skin frame, the technology hooked up to it was fried and broken.

"Oh, the brain lead expired," the dragon said, dismayed. "My old mistress is gone." Cassandra wrapped her hoof around Chip, "Oh Chip, I'm safe and sound in here."

"But what of Roseluck's mind?"

"Oh tucked away. I can just about access the surface memory." Cassandra's eyes widened and she hissed, "She's with the Doctor. A stallion, he's the Doctor! The same Doctor with a new face, that hypocrite! I must get the name of his surgeon." She turned and trotted back to the mirror, "Although, nice rear bumper. Oh?" Roseluck's cellphone had begun to ring with a bell toll similar to the Tardis's vworp.

"It seems to be ringing, is it meant to ring?" asked Cassandra, pulling out the device.

"A primitive communications device," Chip explained. Cassandra answered the phone, _"Roseluck? Where are you?_"

"How does she speak?"

"Old Hoofdon cockney."

"Er, what'cha?" she said awkwardly.

"_Where've you been? How long does it take to get to ward 26?_" asked the Doctor.

"I'm on my way guvner. I shall proceed up the steps with ease."

"_You'll never guess, I'm with the Face of Boe. Remember him?"_

"Of course I do," she said over cheerfully. "That big old,-

* * *

_"Boat Race._"

"I'd better go," the Doctor said, noticing a minor party happening a few cubicles down. "See you in a minute." He put the hospital phone and trotted down to the cubicle. It was the Duke of Manehatten, his coat was no longer grey blue but a royal purple and he was enjoying a glass of champagne with his assistant.

"Didn't think I was going to make it," he was saying. "It's that stallion again! He's my good luck charm! Come in, don't be shy!"

"Any friendship expressed by the Duke of Manehatten doesn't constitute a form of legal contract," the assistant said sharply.

"Winch me up!" the Duke ordered. The medical bed slowly sat forward.

"Champange sir?"

"Uh, no thanks," the Doctor said. "You had petrifold regression, right?"

"That being the operative word, past tense! Completely cured!"

"But that's impossible," the Doctor stammered,

"Primitive species would accuse us of witchcraft," a cat-nurse said, walking up to the group, "But it's merely the tender application of science."

"How in Equestria did you cure him?" asked the Doctor, stunned.

"How in New Equestria you might say," the cat purred.

"What's in that solution?"

"A simple remedy."

"Then tell me what it is."

"I'm sorry, patient confidentiality. I don't believe we've met, I'm Matron Casp."

"I'm the Doctor."

"I think you'll find **we** are the doctors here," she snapped.

"Matron Casp, you're needed in intensive care," Sister Jatt said.

"If you will excuse me," and she turned and left with Sister Jatt.

"It's happened again, one of the patients is conscious," Jatt whispered as they left the ward.

"Oh we can't have that."

* * *

"This Doctor is dangerous," Chip insisted.

"Dangerous and clever," Cassandra replied, tying her blue jacket around her hips, leaving her chest bare. (What? Ponies don't normally wear clothes.) "I might need a mind like his. The Sisterhood is up to something. Remember that really old saying, never trust a nun? Never trust a nurse, and **never** trust a cat. Perfume?" Chip handed her a small red vial, Cassandra tucked the vial behind her ear and left the underground "lair."

* * *

"It was having a perfectly normal blood wash, and then all of a sudden, it started screaming," explained Jatt as she led Matron Casp through the tunnel. One side was lined with old pipes, the other with green colored pods. "It's this one." She pulled it open with both paws, the lights flashed red. The patient inside reached out to them.

"Help, me," it begged.

"Look at it's eyes, so alive," Sister Jatt said stiffly.

"Positively sparkling," Matron Casp gasped.

"Please, where, am, I?" asked the patient.

"And speech!" meowed Casp. "How can it even have a vocabulary?"

"Sister Corvin's written a thesis on the migration of sentience. She calls it the Echo of Life, it's well worth a read."

"Help me."

"I've seen enough, thank you," Casp said. Sister Jatt closed the pod, the lights returned to green.

'If this happens again, we might have to review our brain stem policy," Matron Casp said.

"And what should we do with the patient?" asked Sister Jatt.

"Standard procedure, incinerate." Sister Jatt nodded, turned to the wall and pulled a switch. The pod lit up bright white and the patient screamed. The light turned off and all sounds silenced.

* * *

Cassandra, or, Roseluck, trotted into ward 26 and found the Doctor looking at the different cubicles, and wearing his black spectacles.

"There you are!" he cried, grabbing her hoof and dragging her over. "Come and look at this patient." It was a bright red stallion floating in midair in a plastic blocked off area. "Marconi's disease, should take years to recover, two days. I've never seen anything like it, they've invented a cell washing cascade. It's amazing, their medical science is way advanced. And this one." He led Roseluck over to another, a pony as white as her gown.

"Pallidome pancrosis, kills you in ten minutes and he's fine. I need to find a terminal," he muttered, removing the glasses. "I've got to see how they do this." He grabbed Roseluck's hoof again and they trotted into the hall.

"Because, if they've got the best medicine in the world, why is it such a secret?" the Doctor continued.

"I can't fathom why," Roseluck replied.

"Wh-what's with the voice?" asked the Doctor, stopping.

"Oh, I don't know. Just larking about. New Equestria, new me."

"Well, I can talk, new new Doctor."

"Mmm, aren't you just." Suddenly, Roseluck leaned forward, pulling the Doctor into a passionate kiss. And when she finally broke away, she managed to stammer, "T-terminal's this way. Phew." And she trotted off. The Doctor stood there, in stunned surprise, before smirking and saying, "Yep. Still got it." and following Roseluck.

* * *

"Nope, nothing odd. Surgery, post-op, nano-dentistry," the Doctor muttered as they looked over the blueprint that the terminal had provided them with. "No sign of a shop. They should have a shop."

"No, it's missing something," Roseluck interrupted, looking close at the list. "When I was downstairs those Nurse Cat Nuns were talking about intensive care. Where is it?"

"You're right," the Doctor complimented. "Well done."

"Why would they hide a whole department? It's got to be here somewhere. Search the sub-frame."

"What if the sub-frame's locked?" asked the Doctor, pulling out the Sonic screwdriver.

"Then try the installation protocol."

"Right, right, of course." He pressed the sonic to the menu; the screen seemed to glitch for a moment, there was a hiss. Both ponies stepped back and the whole wall slide up into the ceiling. Rosleuck smirked and trotted right in.

"Intensive care," the Doctor muttered. "Certainly looks intensive." And he too trotted into the ICU. Behind them, an elevator opened, Novice Hame watched them slyly then followed quickly.

The time travelers trotted through a long and dark hallway, down a metal staircase, and into another hall lined with pipes and green pods. The Doctor walked over to one of the pods and soniced the lock, opening it. Inside was a deathly thin and pale stallion, ugly green boils were covering his skin and his veins were tinted green, he had no hair and was wearing a grey and greasy hospital gown, his hooves were locked into the floor. The sick stallion looked up at them, eyes vacant and empty.

"That's disgusting," Roseluck said. "What's wrong with him?" The Doctor stared sadly at the poor pony.

"I'm sorry, I'm so sorry," he said sadly, closing the pod. He walked over to another and did the same, inside this one was a mare. She was in a similar situation to the stallion.

"What disease is that?" asked Roseluck, appalled.

"All of them," the Doctor said grimly. "Every single disease in the galaxy. They've been infected with everything."

"What about us? Are we safe?" she asked, alarmed.

"Yeah, the air's sterile, just don't touch them." The Doctor shut the pod, they walked out of the hall. Out there was a massive room, walls lined with the green pods.

"How many patients are there?" asked Roseluck, putting her hooves on the railing and looking over.

"They're not patients," the Doctor corrected.

"But they're sick."

"They were born sick, they're meant to be sick, they exist to be sick," the Doctor growled, furious. "Lab rats! No wonder the Sisters have a cure for everything. They're built the ultimate research laboratory. _A disease farm!_" He turned and walked back into the exit, massive anger bubbling just under the surface.

"Why don't they just die?" asked Roseluck.

"Plague carriers," the Doctor replied, stopping. "The last to go."

"It's for a greater cause," said a soft voice. They looked over, spotting Novice Hame in her white robes.

"Novice Hame, when you took your vows, did you agree to this?" asked the Doctor.

"The Sisterhood has sworn to help."

"What? By killing?!"

"But they're not real ponies, they're specially grown. They have no proper existence."

"What's the turnover hm?" asked the Doctor, slowly walking towards her. "Thousand a day? Thousand the next? How many thousands? For how many years?! How many!"

"Equestrians needed us, they came to this planet with so many illnesses. We couldn't cope," Novice Hame said desperately. "We did try, we tried everything. We tried clone-meat and bio-cattle, but the results were too slow, so the Sisterhood grew its own flesh. That's all they are, flesh."

"These ponies are alive," the Doctor protested.

"But think of those ponies out there, healthy and happy because of us."

"If they live because of this, then life is worthless," he snarled.

"But who are you to decide that?" demanded Novice Hame.

"I'm the Doctor, and if you don't like it, if you want to take it to a higher authority, there isn't one. It stops with me," the Doctor snapped.

"Just to confirm," Roseluck interrupted. "None of the ponies in the city know about this?"

"We thought it best not-"

"Hold on, I can understand the bodies, I can understand your vows," the Doctor said. "One thing I can't understand, is what have you done to Roseluck?" There was a moment of stunned silence.

"I d-don't know what you mean," Novice Hame stammered, frightened.

"And I'm being very very calm. You want to be aware of that, very very calm. And the only reason I'm being so very very calm is that the brain is a delicate thing. Whatever you've done to Rose's head, I want it reversed."

"We haven't done anything."

"I'm perfectly fine!" Roseluck assured him.

"These ponies are dying and Roseluck would care."

"Oh alright clever clogs," she said, spinning him around. She looked him dead in the eye, "Smarty pants." She leaned in close, "Lady killer."

"What's happened to you?" asked the Doctor calmly.

"I knew something was going on in this hospital, but I needed this body, and your mind to figure it out," Roseluck replied.

"Who are you?" Roseluck leaned in close and whispered, "The last Equestrian."

"Cassandra?!"

"Wake up and smell the perfume." She pulled the vial out from behind her ear and sprayed it in the Time-Pony's face, knocking him unconscious and sending him toppling to the floor. Novice Hame knelt beside him, "You've hurt him! I don't understand, I'll have to fetch Matron."

"You do that," ordered Cassandra. "Because I want to see her, know run along! Sound the alarm!" Hame stood up and ran off, Cassandra walked over to the wall and pulled out one of the wires, an alarm began to blare.

"Matron! It's that stallion, and the mare!"

"We heard the alarm, now get back to work. Tend to your patients," Matron Casp ordered. Hame nodded.

* * *

The Doctor opened his eyes and shook his head, trying to shake off the effects of sleep. He was inside one of the pods, his hooves locked into the ground.

"Let me out!" he cried. "Let me out!

"Aren't you lucky there was a spare?" asked Cassandra, walking up to the door of the pod, smiling triumphantly. "Standing room only."

"You've stolen Roseluck's body."

"Over the years I've thought of a thousand ways to kill you Doctor," Cassandra said. "Now that's exactly what I've got, one thousand diseases. They pump the patients with a top-up every ten minutes. You've got about," she checked her watch. "Three minutes left. En-joy."

"Just let Roseluck go Cassandra."

"I will. As soon as I've found somepony younger and less, common, then I'll junk with the waste now hushaby! It's show time." Matron Casp and Sister Jatt were approaching, Cassandra faced them, Chip at her side.

"Anything we can do to help?" asked Sister Jatt.

"Straight to the point whiskers, I want money," Cassandra said simply.

"The Sisterhood is a charity, we don't give money. We only, accept," Matron Casp explained. (What? :( that's not a charity, stupid cat.)

"The ponies across the water pay you a fortune, and that's exactly what I need, a one-off payment. That's all I want. Oh, and perhaps a yacht, in return for which, I will tell the city nothing of your institutional murder." Cassandra smirked, convinced she'd win. "Is that a deal?"

"I'm afraid not," Casp declined.

"I'd really advise you to think about his."

"Oh there's no need, I have to decline."

"I'll tell them! And you've no way of stopping me! You're not exactly nuns with guns. You're not even armed!"

"Who needs arms?" hissed Matron Casp. "When we have claws?" the Matron and Sister Jatt unsheathed their claws, growling loudly.

"Well, nice try," Cassandra stammered. "Chip? Plan B!" Chip pulled a lever on the wall, causing all the green pod doors to swing open and the hoof clasps to undo. The Doctor jumped out of his pod, out of the other pods came the diseased ponies that had been trapped inside, dazed and sick.

"What've you done?" demanded the Doctor.

"Gave the system a shot of adrenaline jut to wake them up," replied Cassandra. "See ya!"

"Don't touch them!" the Doctor called to the cats. "Whatever you do don't touch!" and he galloped after Cassandra and Chip. As the sick ponies approached the cats, they slowly backed away.

"I think we should withdraw," Sister Jatt suggested.

"We understand what you did to us," a stallion in the front said, his voice raspy and quiet. "As part of the machine."

"Fascinating, its actually constructing an argument," gasped Matron Casp.

"And we will end it," the stallion stuck his hood into a socket on the wall. Though it did electrocute him to death, it also blew all the locks on all the pods.

"They're free!" screamed Sister Jatt. "By the Goddess Santori, the flesh is free!" One of the diseased ponies reached up and touched Sister Jatt's face, she meowed in pain as ugly red boils pushed their way out of her skin and filled her throat. She collapsed to the ground, dead in a second. Caspe turned and ran, only stopping at a telephone to order quarantine on the building.

"Dear Celestia," Cassandra cried as she watched the locks blow and the pods open.

"What the hell have you done?" cried the Doctor.

"It wasn't me!" protested Cassandra.

"One touch and you get every disease in the world and I want that body safe Cassandra, we've got to go down."

"But there's thousands of them!"

"Run! Down down down!" cried the Doctor. Cassandra whimpered in fright but she began to gallop down the stairs with Chip on her back and the Doctor right behind her. The sick ponies followed them, walking slowly and moaning, just like zombies. But down they ran, past floor after floor of pods until they reached the very bottom.

Cassandra tried to call a lift but it wasn't working.

"No, the lifts have closed down, that's quarantine. Nothing's moving," The Doctor explained. Cassandra ran past him, "This way!" HE turned and ran after her, towards the underground chamber. Cassandra jumped over something and Chip went flying off her back past the doorway, where sick ponies were beginning to come in.

"Justr leave him!" Cassandra cried when the Doctor tried to go back and help him. "He's only got a half life!"

"Mistress!" the dragon called.

"I'm sorry, I can't let her escape!" the Doctor called back, turning and running after Cassandra into her underground chamber. He closed the door behind them and sonic locked it. Cassandra ran to the other entrance and opened it, but sick ponies were on the other side there as well.

"We're trapped!" she cried. "What're we going to do?"

"Well for started, you're going to leave that body," the Doctor ordered. "that psychograft is illegal on every civilized planet. You're compressing Rosleuck to death!"

"But I've got nowhere to go," Cassandra said, walking up to her old skin rack. "My original skin's **dead**."

"Not my problem. You can float as atoms in the air. Now get out, giver her back to me." Cassandra scoffed, the Doctor slowly raised the sonic screwdriver.

"You asked for it," she sneered. She inhaled deeply, then blew a cloud of pink gas at the Doctor, both of them stumbled as it filled the room.

"Blimey, my head," Roseluck moaned, rubbing her head. "Where'd she go?" The Doctor stood up, "Oh my, this is… Different." Rosleuck's eyes widened, "Cassandra?"

"Goodness me, I'm a stallion!" Cassandra said with the Doctor's voice. "So many parts, and hardly used. Oh, oh, two hearts! Oh baby I'm beating out a samba!"

"Get out of him!" ordered Roseluck.

"Oo, he's slim, and a little bit foxy," Cassandra said with a mischevious smile. "You've thought it too, I've been inside your head, you've been looking, you, like, it." _SLAM!_ One of the doors flew open, the sick ponies began to stumble in.

"What do we do? What would he do? The Doctor, what the hell would he do?" demanded Cassandra, poking Roseluck rapidly and staring at the patients in fright. Roseluck looked around for a way out, spotting a ladder.

"Ladder, we've got to go up!"

"Out of the way Rosie!" He shoved past Roseluck, leapt through the empty skin rack, and started up the ladder. Roseluck groaned and followed.

"If you get out of the Doctor's body, he can think of something!" Roseluck called as they climbed further up.

"Nag nag nag, Celestia it was tedious inside your head," Cassandra griped, glancing down.

"We're going to die if-" Roseluck felt something grab onto her tail and yelped in surprise.

"All our good work!" hissed Matron Casp who was holding Roseluck's tail in a firm grip. "All that healing, the good name of the Sisterhood! You have destroyed everything!"

"Get off me!"

"Go play with a ball of string," Cassandra called down.

"Everywhere disease, this is the world, sickness!" Casp screeched in pain as her face broke out in red boils and she fell off the ladder, screaming as she fell hundreds of stories down. Behind her, the diseased ponies watched her fall, then they continued their climb up.

"Move!" cried Roseluck. Cassandra cried out in surprise but hustled and climbed even faster. At the top of the ladder, there was an elevator door.

"Now what do we do?" demanded Cassandra.

"Use the sonic screwdriver!" He pulled it out of the jacket. "You mean this thing?" he asked with it in his teeth.

"Yes I mean that thing!"

"Well I don't know how! That Doctor's hidden away all his thoughts."

"Cassandra, go back into me. The Doctor van open it, do it!"

"Hold on tight," he said. The pink gas reappeared as Cassandra once again transferred into Roseluck.

"Oh chavtastic, open it!" demanded Cassandra.

"Not till you get out of her," the Doctor said stiffly.

"We need the Doctor!"

"I order you to leave her!" Mind swap again.

"No matter how difficult the situation there is no need to shout," Cass-Doctor said.

"Cassandra get out of him!" protested Roseluck.

"But I can't get into you he simply refuses to-"

"I don't care! Just do something!"

"Oh, I am so going to regret this!" Cassandra went out of the Doctor and instead of floating into Roseluck, she went into the nearest sick mare.

"Oh sweet Celestia, I look disgusting!" The Doctor smirked and soniced the doors opening them, he hopped off the ladder.

"Nice to have you back," he said to Roseluck, grabbing her hoof and hoisting her up.

"Oh no you don't!" Cassandra cried, flying out of the mare and barely managing to get into Roseluck through the lift doors as they closed.

"That was your last warning Cassandra!" the Doctor cried angrily. He expected Cassandra to snap back with some silly reponse, but she just sat there.

"Inside her head," she mumbled. "They're so alone, they keep reaching out, just to hold us. All their lives and they've never, been, touched." The Doctor offered her his hoof, Cassandra took it and got to her hooves. The walked down the white hospital hallway, only to be charged by a mre wearing a black suit and clutching a metal chair for defense.

"Whoa whoa! We're safe! We're safe! We're clean! See? Clean!" the Doctor stammered.

"Show me your skin," the mare demanded,

"Look clean," the Doctor said, rolling up his sleeves. "If we'd been touched we'd be dead." The mare visibly relaxed, she set the stool down.

"So, how's it going up here? What's the status?"

"There's nothing but silence from the other wards, I think we're the only ones left," the mare explained. "I've been trying to override the quarantine, if I can trip a signal over to New New Manehatten, they can send a private executive squad!"

"You can't do that, if they force entry, they break quarantine," the Doctor protested.

"I am not dying in here."

"We can't let a single particle of disease get out of this hospital. There are ten million ponies in that city. They'd all be at risk, now turn that off!"

"Not if it gets me out."

"Alright, fine," the Doctor said. "So I have to stop you lot as well, suits me. Roseluck, Novice Hame, everypony, get me the IV medicines for every single disease, move it!" Every pony, cat, and robot, in Ward 26 that could help began grabbing the bags of medicine off the IV poles. The Doctor pulled out his sonic scanned the winch device on one of the beds, he caught it around one hoof. Somepony tossed him a rope, he began tying it around himself.

When the others walked up with the medicines, he tied those onto the ropes so they hung like ammunition or grenades would on a soldier.

"How's that, will that do?" he asked as Cassandra attached a green bag.

"I don't know, will it do for what?" The Doctor led her into the hall wehre he soniced the elevator opening it and revealing the steel cable inside.

"The lift's aren't working," Cassandra insisted,

"Not moving, different thing, here we go." He put the sonic in his mouth and stepped back.

"But you're not going to-" he galloped full speed and jumped into the lift, catching hold of the wire and barely managing to hold on.

"What do you think you're doing?" demanded Cassandra.

"I'm going down!" the Doctor replied, attaching the winch mechanism to the cable and pocketing the Sonic. He slipped once but remained in place.

"Come on!"

"Not in a million years!"

"I need another pair of hooves, what do you think? If you're so desperate to stay alive, why not live a little?" Before Cassandra could answer, somepony cried "Seal the doors!" Cassandra glanced over, and saw the sick ponies shuffling towards her, she whimpered and jumped into the elevator shaft.

"You're completely mad!" she cried, hugging onto the Doctor for dear life. "I can see why she likes you."

"Going down!" the Doctor cried, releasing the lock and sending them both shooting down the shaft. Cassandra screamed, the Doctor cried out in happy excitement as they shot down the shaft. The wheel began to spark as the ground to a stop.

"Well, that's one way to lose weight," Cassandra muttered, dropppng to the top of the grounded elevator.

"Now listen. When I say so, take hold of that lever," the Doctor ordered.

"There's still a quarantine down there, we can't."

"Hold that lever! I'm cooking up a cocktail, I know a bit about medicine myself." The Doctor grabbed one of the bags between his hooves and ripped the end off with his teeth, he squirted the medicine into the water vat for the disinfectant shower. He pulled off another and did the same, and another, and another, until all the IV fluid had been dumped into the vat. It began to bubble and smoke.

The Doctor opened a hatch in the roof of the elevator, "Now that lever's going to resist. But keep it in position. Hold onto it with everything you've got."

"What about you?" asked Cassandra, holding onto the lever. The Doctor smiled at her, "I've got an appointment, the Doctor is in!" and he dropped into the lift. He glanced up at the roof, pulled out his sonic screwdriver, and opened the lift. The lobby outside was full of ill ponies, they looked up sleepily when the lift open.

"I'm in here!" the Doctor called. "Come on!"

"Don't tell them," hissed Cassandra.

"Pull the lever! I'm in here, come on!" the sick ponies got up and they began to slowly walk over. Cassandra pulled the lever and the contents of the disinfectant tank began to spray inside the lift. It soaked the Doctor thoroughly, and when the first of the diseased ponies stepped in, they got sprayed too. Each drop created a small burst of steam on their skin.

"All they want to do is pass it on, pass it on!" the Doctor cried.

"Pass on what?" asked Cassandra, "Pass on what?" The ponies awash with the medicine were already changing, the boils vanishing from their skin, and with every other one they touched, they began to heal too. Soon, nopony was sick anymore.

"What did you do?" asked Cassandra, dropping down. "Did you kill them?"

"No, that's your way of doing things." The Doctor strolled out of the elevator with a triumphant grin, "I'm the Doctor and I cured them!" Sure enough, every single pony that had been sick, every single lab rat and plague carrier in that hospital, was cured. Free of Pertifold Regression and Marconi's disease, because the Doctor did his job.

One of the mare's, a mere filly with neon yellow hair, walked up to him and hugged the Doctor.

"That's right," the Doctor said, hugging her back. "There we go sweethear. Go on, that's it." He laughed again, "It's a new sub-species Cassandra. A brand new form of life. New ponies! Look at them. Look! Grown by cats, kept in the dark, fed by tubes, but completely, completely alive. You can't deny them, because you helped create them. Equestria just keeps on going, keeps on changing. Life will out! Ha!"

* * *

I'd like to say it was all happy skippy la la la, but, no. The NNMPD (New New Manehatten Police Department) came almost right away. All the cat nurses were arrested and taken into custody. The New Ponies were being, well, catalogued. Back in ward 26, the Doctor and Cassandra were watching as the patients were removed, the Doctor had taken off his suit jacket because it was beginning to get stiff. He watched warily as Novice Hame was escorted out by a police officer.

"The Face of Boe!" he cried suddenly, leaping up and galloping over. This time the Face was awake, staring out the window.

"You were supposed to be dying," the Doctor said, smiling.

"_There are better things to do today. Dying can wait,_" said the Face of Boe.

"Oh I hate telepathy," Cassandra grumbled. "Just what I need, I head full of big face."

"Shh!"

_"I have grown tired with the universe Doctor, but you have taught me to look at it anew."_

"There are legends you know," the Doctor said, crouching next to the tank. "Saying you are millions of years old."

"_There are? That'd be impossible."_

"Wouldn't it just. I got the impression you wanted to tell me something."

"_A great secret._"

"So the legend says."

"_It can wait._"

"Oh, does it have to?"

"_We shall meet again Doctor, for the third and final time, and the truth shall be told. Until that day._" And the Face of Boe vanished in a flash of blue.

"That is enigmatic," the Doctor said with a smirk. "That, that is, that is textbook enigmatic." He clapped his hooves and stood up, "And now for you."

"But everything's happy. Everything's fine. Can't you leave me?" asked Cassandra.

"You've lived long enough," the Doctor replied. "Leave that body and end it Cassandra." She choked on a sob, "I don't want to die!"

"No pony does."

"Help me!"

"I can't."

"Mistress!" called a voice. They turned, and saw Chip the dragon running up to them, panting and gasping.

"Oh! You're alive!"

"I kept myself safe, for you mistress," Chip said.

"A body," Cassandra mused. "And not just that, a volunteer."

"Don't you dare! He's got a life of his own!"

"But I worship the mistress, I welcome her," Chip said with a proud smile.

"You can't, Cassandra you-" but she'd already transferred to Chip, Roseluck collapsed. The Doctor caught her and helped her to stand.

"Oh! Hey, you alright?" asked the Doctor.

"Yeah," Roseluck replied sleepily. "Hello."

"Hello, welcome back."

"Oh sweet Celestia! I'm a walking doodle," Cassandra-Chip said suddenly.

"You can't stay in there. I'm sorry, Cassandra, but that's not fair," the Doctor said angrily. "I can take you to the city. They can build you a skin tank and you can stand trial for what you've done."

"Well that would be rather dramatic," Cassandra said sarcastically. "Possibly my finest hour, and certainly my finest hat, but I'm afraid we don't have time. Poor little Chip is only a half-life, and he's been through so much. Oh, his heart is racing so. He's failing. I don't think he's going to last-" then Cassandra fell to her knees.

"Are you alright?" asked the Doctor, concerned despite himself.

"I'm fine," Cassandra said quietly. "I'm dying, but that's fine."

"I can take you to the city-"

"No, you won't. Everything's new on this planet. There's no place for Chip and me anymore. You're right Doctor. It's time to die. And that's good." The Doctor and Roseluck helped him to his feet, "Come on. There's one last thing I can do."

* * *

That one last thing was a visit to the past. Specifically, the last time anypony called Cassandra beautiful. The party, with Drinks for the Ambassador of Thrace, the Tardis was in the back behind a curtain, practically hidden. The Doctor, Roseluck, and Cassandra stepped out; Cassandra was wearing a black cloak over his bright white scales. The Doctor pointed intot he party, and with a silent thank you, Cassandra walked forward.

Her past self didn't notice, until he said "Excuse me, Lady Cassandra?"

"I'm sorry, I don't need anything right now," she said dismissively.

"No, I just wanted to say you look beautiful."

"Well, that's very kind, you strange little thing. Thank you very much."

"I mean it. You look so beautiful." Past-Cassandra looked at him queerly. "Thank you" Suddenly, the present Cassandra collapsed, the past version knelt beside him and began asking for help. The Doctor looked at Roseluck with a small smile, she smiled slightly back. Together, they trotted back into the Tardis.

_To be continued in Hoof and Claw…_

**Me: I know I know, a week late. Blame school and chores. Everything else was me okay? Well, moving on, the next episode will have a royal visit from, drum-roll please!...****Princess Luna! She will be taking dear Queen Victoria's place.**

**Hasbro owns all copyright to My Little Pony, the BBC owns all copyright to Doctor Who.**


	4. Episode 3, Hoof and Claw

Doctor Whooves

_Hoof and Claw_

**:D I really love this episode, it's got to be one of my favorites. I like it because it's funny, suspenseful, and plain awesome.**

**I hope you enjoy as much as I do.**

Across the empty plains past the Everfree, in the place between the desert and forest, a caravan of black robes and a single cart were walking. They were walking towards a house, a manor actually. Large, old, but nice. The Torchwood Estate, the caravan walked right up. Deserting their cart outside the gates. The leader of this group was called Father Golddust. He and his caravan of earth ponies had a bone to pick with the ponies in the Torchwood estate.

The Father walked up to the lead servant in the house, a well-built Pegasus by the name of Head Start.

"Come now Father," Head Start said. "You should know better, you're not welcome here, and especially not today. I've got no time to start old arguments."

"We only want one thing," the Father replied.

"And what would that be?"

"This house."

"You want the house?"

"We will take the house."

"Would you like my wife while you're at it?" asked Head Start sarcastically.

"If you won't stand aside, we will take it by force."

"By what power? An alicorn's magic?

"No, an earth pony's hoof." Faster then Head Start would've thought possible, the Father had already hit him sharply in the head and sent him tumbling into a nearby hay bale. The Father waved to his followers, they threw off their black cloaks revealing bright orange outfits. The other house servants galloped forward, they were going to try to stop the Brotherhood's attack.

But, the followers were just as skilled as their leader. They eliminated the front line, then charged inside. They took the cooking mares, the Mistress of the House, and any other servant, prisoner, locking them in the basement with chains. When Head Start finally woke up, he was surprised to see his Mistress chained up beside him.

"M'lady?" he asked sleepily. There was a grating noise as the crate off of the cart was pulled in. Father Golddust looked at it, terrified by its contents.

"What's in there?" demanded Head Start. "What is it, what's under the canvas? Father answer me, what's in there?" Golddust looked back at them, fear and worry in his eyes.

"May the Princesses forgive me," he said, before throwing the tarp off of the cage. The captives screamed.

**You know the routine.**

Roseluck pulled the pink top she needed out of her bag. She slipped it along with a pair of overall cut offs and tied her mane up.

"What do you think of this?" she asked. "Will it do?"

"In 1013?" the Doctor replied, sonicing something in his hoof. "You'd be better off in a trash bag. Hold on, listen to this-" he pressed a button on the Tardis and a funky beat began to play.

"Living Tombstone and Mic the Microphone, top hit in 1012," the Doctor explained pocketing his sonic.

"You're a punk," Roseluck said with a smirk.

"It was a helluva time," the Doctor sang.

"That's what you are, a big ol' punk with a bit of rock and roll thrown in."

"Would you like to see them?" asked the Doctor.

"How'd you mean? In concert?" asked Roseluck excitedly.

"What else is a Tardis for?" asked the Doctor circling Roseluck around the Tardis console. "I can take you to the battle of Trafalgar, the First Anti-gravity Equestria Games, Luna attempting to raise the sun, or, Twenty Ten, in concert, Canterlot, Gaia, 1013. What do you think?"

"Twenty Ten it is," Roseluck agreed.

"Hold on tight!" the Doctor flipped a switch sending the Tardis rocketing off into the vortex. It rocked wildly back and forth, almost in sync with the techy music. The Doctor pulled a rubber mallet out of a hanging tool bag and began to bang out the beat on a bell on the Tardis controls. Then suddenly it just stopped, throwing the both of them off the console onto the ground, where they laughed like mad ponies.

"One thousand twelve, helluva year!" the Doctor cried jumping to his hooves, dragging Roseluck with him. "Princess Twilight Sparkle gets her own kingdom, the Zebrean Islands elect their first president, the first Equstrian Space station falls to Gaia with a little help from me. Nearly took off my tail!" he kept talking as they trotted out of the Tardis, "And I like my tail, I need my tail, I'm very attached to-" Multiple crossbows clicked around them, "My tail." They were surrounded by soldiers in dark blue armor.

"1013, P.C.E, (Pre Celestia Era) same difference," the Doctor muttered.

"You will explain your presence," the front guard said. "And the nakedness of this mare." Roseluck blushed and glanced down at her skimpy outfit.

"Oh, are we in Trottland?" asked the Doctor, changing his accent to match the guards.

"How can you be ignorant of that?" asked the leader.

"Oh, um, I'm dazed and confused. I've been chasing this wee naked mare over hill and over dale," he lied. "Isn't that right you timorous beasty?"

"Och yeah!" Roseluck agreed, trying to do as he had with her voice.

"No, don't do that," he whispered.

"Whot?"

"No, really don't, really."

"Will you identify yourself sir?" asked the lead soldier impatiently.

"Oh, I'm Doctor Time Turner from the city of Canterlot. I have my credentials if I may." The soldier nodded, the Doctor reached into his coat pocket and pulled out the psychic paper, he flipped it open and showed them.

"As you can see, a Doctorate from the University of Trottingham," the Docotr said, showing the psychic paper to all of them. A quiet voice said something from inside the coach. "I don't think that's wise ma'am," the soldier replied.

"Let them approach," the voice repeated.

"You will approach the carriage," the soldier ordered. The Doctor nodded with a smile, took Roseluck's hoof and they walked up to the carriage. The door was opened, "Roseluck, might I introduce her majesty Princess Luna. Princess of the Moon and Guardian of the Night." Indeed, in the carriage was the younger alicorn sister, her mane light blue and cut short, and her eyes sparkling with the stars she always placed into the sky.

"Roseluck ma'am," she said, bowing her head politely. "And please excuse my nakedness."

"It is nothing," Luna replied kindly. "I do not see why the guards care about such things. But you Doctor, show me these credentials." The Doctor passed her the psychic paper; Luna levitated it out of his hoof and smiled.

"Why didn't you say so immediately? It states clearly here that you have been appointed by my sister as my protector," Luna said passing it back.

"Does it? Yes it does, good, good," he pocketed the paper. "Um, then let me ask, why is her Majesty travelling by road when there's a train all the way to the Crystal Empire?"

"A tree on the line," Luna said simply.

"An accident?"

"I am a Princess of Equestria and the Ruler of the Night. Everything around me tends to be planned."

"An assassination attempt?" asked the Doctor.

"What seriously? There's ponies out to kill you?" asked Roseluck, thoroughly shocked.

"I am quite used to stopping arrows mid-flight."

"Sir Apple Wood lives ten miles hence," the lead soldier explained. "We've sent word ahead, he'll shelter us for tonight, then we can reach Hoofdon by tomorrow."

"The Doctor and his 'timourous beastie' will come with us," Luna sasid."

"Yes ma'am, we better get moving, it's almost nightfall."

"Indeed, and there are stories of wolves in these parts," Luna smiled. "Fanciful tales intended to scare the children, but good for the blood, I think. Drive on!" the coach was closed and the royal caravan continued, with a pair of time travelers in tow.

"It's funny though," Roseluck said as they trotted along. "Because you say assassination and you'd never ever think of her."

"1013 P.C.E.? She's had, oh, six attempts on her life?" The Doctor answered. "But I'll tell you what, we just met Princess Luna!"

"I know!"

"How cool?"

"She was just sitting there!"

"Like a photograph."

"I want her to say, 'we are not amused'. I bet you five bits I can make her say it."

"Well, if I gambled on that, it's be an abuse of my privileges of traveler in time."

"Ten bits?"

"Done."

Hours later, they finally reached the house. The master of the house Sir Apple Wood, watched the caravan warily from one of the upper windows. He swallowed nervously and smoothed down his short green mane, hoping to look presentable.

"I can't do this," he said, voice shaking. "It's treason!"

"Then your wife will suffer the consequences," Father Golddust warned, now dressed as a butler. "And believe me Sir, she will be devoured."

* * *

The coach rumbled to a stop, the whole caravan stopped beside it. Princess Luna pushed open the door and stepped out, stretching her wings and yawning. Sir Apple Wood trotted outside, smiling.

"Your majesty," he said, bowing.

"Sir Apple Wood, my apologies for the emergency," she said kindly. "And how is Lady Ember?"

"She's, indisposed, I'm afraid," he explained, albeit nervously. "She's gone to Trottingham for the season. And… she's taken the cook with her, the kitchens are barely stocked! I wouldn't blame Your Majesty if you wanted to ride on."

"Oh not at all," Luna said with a small frown. "I am in great need of bed rest and a little stretching. Being stuck inside a coach for hours is not good for one's wings. And this house is quite charming, if rustic. It's my first visit here, Celestia spoke fondly of it. The Torchwood estate. Now, shall we go inside?" Sir Apple Wood nodded, and he and Luna went inside. The soldiers didn't follow right away.

"Charcoal, Amber, you will escort the property," ordered the Captain. "Hurry up." One of the soldiers opened the coach and pulled out a small brown box with gold covering the corners.

"So, what's in there then?" asked the Doctor, watching as they took it away.

"Property of the Crown," the Captain explained. "You will dismiss any further thought sir." The Doctor glanced at Roseluck and made a face, she snickered and they trotted into the house.

* * *

The shadows of the soldier stallions bounced off the walls, the prisoners watched, eyes wide with fear. They couldn't scream, couldn't call for help, for that thing was watching them. In the cage, was merely a colt, wearing a black cloak. Slowly, he shushed the prisoners, a meaningless gesture, but they looked terrified.

* * *

"This, I take it, is the famous Endeavour," Luna said, waving with her hoof to the massive telescope.

"All my father's work," Apple Wood explained. "Built by hoof in his final years. Became something of an obsession. He spent his money on this rather than caring for the house or himself."

"Wish I'd met him," the Doctor said, gazing at the massive scope. "I like him. That thing's beautiful. Can I?"

"Help yourself."

"What did he model it on?" asked the Time-Pony as he and Roseluck trotted forward and began, scoping the telescope.

"I know nothing of it, to be honest," Wood said. "Most of us thought him to be a bit, shall we say, eccentric. I wish now I'd spent more time with him, listened to his stories." He looked back at the house servants warily.

"It's a bit rubbish," the Doctor said, looking into it. "How many prisms has it got? Way too many. The magnification's gone right over the top, that's a stupid-" he dropped his voice to a whisper, "Am I being rude again?" Roseluck nodded.

"But it's pretty, very pretty." Roseluck patted her friend on the shoulder, holding back a snicker.

"And the imagination in it should be awarded," Princess Luna added, looking up at the telescope with a smile. "This device displays the beauty of the stars so far above, shows that somepony cares for the night. Sir Wood's father was an example to us all, steeped in astronomy and sciences, yet equally well versed in folklore and ponytales."

"Stars and legends, I like him more and more," the Doctor said.

"Oh, I remember visiting him with Celestia when I was younger, so many stories and fables. We both fell in love with the local legends, and when Tia heard of your local wolf, she was ecstatic."

"A wolf?" asked Roseluck. "What d'you mean by that?"

"It's just a story," Wood explained.

"Then tell it." Apple Wood paused, unsure of how to start, "It's said that-"

"Excuse me sir!" the butler interrupted. "Perhaps her Majesty's party could retire to their rooms. It's almost dark."

"Of course," Wood said. "Of course."

"And then supper," Luna said. "And, could we find a proper outfit for Miss Luck, so she can be dressed properly for a royal dinner?"

"It's not amusing is it?" asked Roseluck hopefuly. Luna glanced back at her with a look that said, "Really?"

"Sir, Apple Wood, your wife must have some clothes. See to it, we shall dine at seven, and talks some more of this wolf. After all, there is a full moon tonight."

* * *

Roseluck threw open the wardrobe, looking for a nice outfit to wear to dinner. After all, she was dining with royalty tonight. She picked out a long sleeve brown dress, it was very baggy and made her look tiny in its folds. She tried on a white skirt, it was too long and she kept tripping over it. And then she pulled out a blue dress with white frills, now this one was a nice dress. Roseluck smiled and placed it on the bed.

She trotted over to the other wardrobe and threw open the doors.

"AGH!" There was a mare in a maid's dress, huddled in the wardrobe, staring at Roseluck in fright.

"Who're you?" demanded Roseluck.

"Please miss, don't tell the Brotherhood," she said, shrinking down.

"No no no, it's okay, I won't hurt you," Roseluck insisted, crouching down. "Why're you hiding?"

"They came through the house. In the chaos, they took the Steward and the Mistress, and m'lady."

"Listen, I've got a friend, he's called the Doctor. He'll know what to do. You've got to come with me."

"Oh but I can't Miss."

"What's your name?"

"Flora."

"Flora, we'll be safe. There's more ponies downstairs, soldiers and everything, and they can help us. I promise. Come on," Roseluck took Flora's hoof and together they snuck out of the room. But they didn't get very far, a soldier was unconscious across the hall, a metal mug resting against the wall.

"Oh miss, I did warn you," Flora said nervously. Roseluck knelt next to the soldier, she took his pulse, "He's not dead, I don't think. Must be drugged or-" Flora cried out as she was grabbed by behind, a hoof covering her mouth. Roseluck glanced back, then she was grabbed too. The soldier was pulled out of the hall, Father Golddust stepped over the unconscious soldier. He held a silver platter with a glass of champagne on it, he walked into the dining room. Luna, the Doctor, and the Lead soldier were all seated around the ornate wooden table laden with fruits and sweets.  
"Your companion begs apology Doctor," he said.  
"Oh that's alright, just save her a wee bit of pie," the Doctor said, licking a bit of sauce off his hoof.  
"The wild child could probably eat the whole thing herself," Luna joked. The Captain laughed, "Very wise ma'am, very witty!"  
"Slightly witty perhaps," Luna said. "I know you rarely get the chance to dine with me Captain Sparkles, but don't get too excited. I shall contain my wit, in case I do you further injury."  
"Yes ma'am, sorry ma'am."  
"Besides, were all waiting on sir Wood!" The Doctor interrupted. "Come sir, you promised us a tale of nightmares!" Apple Wood looked at his plate uncomfortably.  
"Yes, please begin your tale," Luna requested. "Tell us a tale of creatures from the beyond, creatures we have no way of understanding. Begin your tale, there's a chill in the air, the wind is howling through the eves. Tell us a tale sir Apple Wood, of your wolf."

* * *

"Don't make a sound, they said if we scream or shout, he'll slaughter us."  
"But how? He's in a cage, he's a prisoner like us," Roseluck said, pulling on her chains. The rattling was very loud In the small room.  
"He's nothing like us," Ember said fearfully. The colt in the cage raised his head, and opened his eyes. The other prisoners hid their eyes, Roseluck stared at him mouth agape. His eyes were black, all black.

* * *

"The story goes back three hundred years," Apple Wood began. "Every full moon the howling rings through the valley. The next morning, livestock is found slaughtered in the feilds."  
"Tales like this just disguise the work of thieves," the captain said, leaning back in his seat.  
"But sometimes a foal goes missing. Once In a generation a colt will vanish from his homestead."

* * *

Roseluck peered into the darkness of the cellar, the few candles did not light very far, you could barely see the cage. The colt inside was sitting completely still, watching them with those black eyes. Roseluck got to her hooves, her chains jingling.  
"Don't child," warned Ember.  
"Who are you?" Asked Roseluck, ignoring her. "Where are you from? You're not from Gazia, what planet are you from?"  
"Ah," the colt said. "Intellegence."  
"Where were you born?" Pressed Roseluck, pulling against the chains.  
"This body?" Asked the colt. "Ten miles away. A weakling heartsick foal, stolen away at night by the brotherhood for my, cultivation." It smiled in grizzly pleasure, I carved out soul and sat In His heart."

* * *

"Are there descriptions of the creature?" Asked the Doctor.  
"Yes Doctor, woodcarvings and drawings. And it's not merely a wolf. Its more than that. This is a pony that becomes a monster." The Doctor leaned forward, intrigued, "A werewolf?"

* * *

"Alright, so the body's equine. but what about you, the thing inside?"  
"So far from home," it mumbled.  
"If you want to get home we can help-"  
"Why would I do that?" Asked the colt. "A world of industry, of workforce, and power. I could turn it to such purpose."  
"How would you do that?"  
"I would migrate to the Alicorn of Night-"  
"You mean Princess Luna?"  
"With one bite I would pass into her blood and then it begins, the empire of the Wolf!" Suddenly he lunged forward in the cage, Roseluck jumped back in surprise. "Look in your eyes you've seen it too!"  
"Seen what?" Asked Roseluck nervously.  
"The Wolf," it hissed. "There's something of the Wolf about you!"  
"I don't know what you mean."  
"You burnt like the sun but all I need is the moon!"

* * *

"My father didn't treat it like a story," Wood continued. "He said it was fact. He even claimed to have communed with the beast, to have learnedly its purpose. I should've listened, his work was hindered, he made enemies. There's a cult In the Dark Glen not far from here, they opposed my father's investigations." Golddust turned to the window, his muzzle illuminated by the full moonlight outside.  
"Perhaps they thought his work to be evil," suggested Luna, fully intrigued.  
"That's what I thought," admitted Apple Wood, glancing back at the stallion staring out the window. But now I wonder, what if their intentions were different. What if, they turned from the princess' rule, and worshipped the wolf?" The Doctor followed his gaze to Father Golddust.  
"And what if they were with us right now?"

* * *

The cellar doors were flung open and white moonlight streamed in. The colt pressed his face into the bars, smiling happily as the light filled the room. "Moonlight," he muttered. Slowly, he pulled off the black cloak. His skin began to glow silver, Anne he began to change. Roseluck tore her gaze away from the metamorphosing werewolf to the other prisoners.  
"All of you, stop looking at it! Flora, don't look. Grab hold of the chain and pull! Come on! Pull!" The others scrambled onto their hooves, Ember stared dumbstruck at the minster In the cage.  
"Come on!" Called Roseluck. "I said stop looking at it! That means you too your ladyship!" Ember got to her hooves and grabbed hold of the chain.  
"Three two one, PULL!" All the prisoners pulled on the chain, it stayed stuck to the wall. The werewolf growled at them, fully transformed and ready to kill. They pulled again, chunks of concrete fell off the wall.

* * *

The Father began to chant, strange words none of them understood, "Lupes deus ex, Lupes deus ex," over and over.

"What is the meaning of this?" questioned Luna.

"Explain yourself Wood!" ordered the Captain.

"I'm sorry your majesty, they've got my wife!" Wood protested.

"Lupes deus est," repeated Father Golddust.

"Roseluck, where's Roseluck? Where is she?!" demanded the Doctor, the Father ignored him and kept chanting. "Apple Wood, come on!" the two of them raced out of the dining room. Captain Sparkles kept his scabbard ready.

The Doctor and Apple Wood raced full speed through the house, somehow automatically knowing everypony was trapped in the cellar. The door was locked when they reached it, and speed was of the essence so the Doctor simply bucked the door down. They entered just in time to see the prisoners' chain snap free from the wall, and the Werewolf breaking free of the crate.

"Where the hell have you been?!" demanded Roseluck, scrambling back onto her hooves. The Werewolf growled, the Doctor turned around and saw the beast. His eyes widened in fascination. "Oh that's beautiful!"

"Come on get out!"

"Go on!" The Doctor snapped out of it and proceeded to help the others, pushing them out of the room as that thing broke it's wooden cage to pieces. It picked up the top part of the cage in it's massive claws and hurled it at the Doctor who barely managed to duck under it. The Time-Pony turned and ran out of the cellar, slamming and sonicing the door shut behind him. The Wolf's first howls echoed through the household, warning the ponies inside of the very real danger.

Head Start and the other male-servants began arming themselves, crossbows and swords and spells that would, most likely, kill the beast. Lady Ember took the maids with her and the galloped off, hoping for an exit or a way out. The Doctor was sonicing off manacles, talking full speed while he did.

"It could be any form of light modulated species triggered by specific wavelengths," he was rambling. "Did it say what it wanted?"

"The Princess, The crown, the throne, you name it," Roseluck replied, her metal shackles falling off. There was a mighty crash, the sound of splintering wood. The Doctor galloped forward, motioning for the others to stay put. Slowly, he walked back into the hallway. The Wolf was at the other end, chunks of wood in its grey fur. It watched him, and when it growled, the Time-Pony ran.

He grabbed Roseluck and pulled her out of the line of fire, and when the Wolf entered, twenty two arrows and an assortment of spells were fired all at once. It retreated back into the hall, hidden from view.

"Alright you men, we should retreat up stairs," the Doctor ordered. "Come on!"

"I'll not retreat, the battle's done. There's nothing on this world that could survive an assault like that," Head Start said proudly.

"I'm telling you, come on!"

"And I'm telling you I will sleep well tonight with that thing's hide upon my wall!" HE turned his back on them and walked forward in front of the hall, he turned back to others with a satisfied smile.

"Must've crawled away to-" a pair of massive claws reached down from above and snatched him up, he screamed as the Wolf devoured him.

"There's nothing we can do, come on!" the Doctor cried. He, Roseluck, and Apple Wood turned and ran. The Werewolf dropped down from the ceiling, maw wet with blood. The servants started to fire again, but their attempts were useless. The Wolf tore them apart as well, then chased after the others.

"Your majesty?! Princess Luna!" Wood called. The Princess looked down at them from a stairwell above.

"Sir Wood? What's happening?" she asked, rushing down the stairs to meet them. "I heard such terrible noises."

"Your majesty, we've got to get out," Apple Wood said quickly. "But what of Father Golddust, is he still here?"

"Captain Sparkles disposed of him," Luna lied.

"The front door's no good, it's been boarded shut," the Doctor reported. "Pardon me your majesty but it looks like you'll have to exit out of a window." Luna nodded, they galloped into the nearby dining room. Wood went forward and threw open the window, when he tried to climb out however, three military grade arrows lodged themselves in the wood beside his head. He jumped back down, The Doctor stood beside him, looking out the window.

"Looks like the monkey boys want to keep us inside," the Time-Pony muttered.

"Do they know who I am?" demanded Luna.

"Yeah, that's why they want you," answered Roseluck. "The Wolf's lined you up for a, biting."

"Stop this talk, there can't be an actual wolf-" a howl tore through the house accompanied with the splintering of wood. They ran back out into the corridor.

"What do we do?" asked Roseluck.

"We, run," the Doctor said simply.

"Is that it?!"

"You got any silver arrows?"

"Not on me, no!"

"There we are then!" he turned to Luna, "Your Majesty, as a doctor I recommend a vigourous jog. Good for the health, come on!" and they ran. He lead the way up the staircase, as they reached the third floor, the Wolf was already bounding up the stairs in massive leaps. They turned and ran through the third floor, the Wolf already gaining. IT nearly had them in it's claws when an arrow found it's way into the beast's eye. It growled in pain an retreated.

"I'll take this position and hold it," Captain Sparkles said, reloading his crossbow. "You keep moving for Celestia's sake! Your Majesty, I went to look for the property, it was stolen. The chest was empty."

"I have it, it's safe," Luna replied through breaths.

"Then remove yourself Ma'am. Doctor, you stand as her Majesty's protector. And you, Sir Apple Wood, you are a traitor to the crown."

"Arrows can't stop it!" the Doctor warned.

"They'll buy you time, now run!" And as they galloped away from the Captain, they could already hear the Wolf returning for another dose. They reached the library doors which were flung wide open, and went inside. The Wolf had just reached the Captain. Roseluck stayed in the hall, unable to pull her gaze away from the awful sight.

"Roseluck!" the Doctor grabbed her and dragged her inside the library.

"Barricade the door!" the order wasn't necessarily said, but everypony understood. They grabbed chairs, tables, and whatever else was in the library and stacked it against the large double doors.

"Wait a minute," whispered the Doctor. "Sh, sh, wait a minute." There was one lonely howl. Slowly, the Doctor climbed on top of the barricade and pressed one ear to the door, not knowing that the wolf was doing the same on the other side. He listened closely, just barely able to make out a sniff, a growl, then the sound of paws walking away.

"It's gone," he whispered. But it wasn't, they could still hear the growls of the Wolf as it slowly walked around the library.

"Is this the only door?" whispered the Doctor.

"Yes," Apple Wood replied. "NO!" he rushed over to another door and shoved a chair in front of it, the Doctor added a coffee table on top of it. There was another growl, then a very loud howl of anger.

"I don't understand," Roseluck muttered. "What's stopping it?"

"something inside this room," the Doctor replied, looking about. "What is it? Why can't it get in?"

"I'll tell you what though," Roseluck said, "Werewolf."

"I know," the Doctor gushed, pulling her into a hug. "You alright?"

"I'm okay, yeah." Apple Wood slumped into a chair in the corner, "I'm sorry Ma'am, this is all my fault. I should have sent you away. I tried to suggest something was wrong, I thought yu might notice. Did you think there was nothing strange about my household staff?"

"Well, they were bald, athletic, your wife's away, I just thought you were happy," the Doctor replied nonchalantly.

"I'll tell you what though ma'am, I bet you're not amused now," Roseluck tried.

"Do you think this funny?" demanded Luna.

"No ma'am, I'm sorry."

"What, exactly, pray tell me somepony, please, what exactly is that thing?"

"You'd call it a werewolf," the Doctor replied. "But it's technically a lupine wavelength haemovariform."

"And should I trust you sir? You, who change your voice so easily? What happened to your accent?"

"Oh, right, sorry that's-"

"I'll not have it. No sir, not you, not that thing, none of it." Luna glared at them, "This is not my world."

* * *

Ember and the other maids galloped into the kitchen, there was door at the back of the room. But when they tried it, it was locked tight.

"It won't open!" Ember cried, "They've sealed us in!"

"OH m'lady, look," said Flora pointing out the window. A line of Earth pony stallions in orange jumpsuits stood at the ready with crossbows on their hooves and leafy necklaces hanging down to the ground.

"They'll never let us out, they mean for us to die!"

"Don't say that Flora," ordered Ember. There was a growling from outside, low and menacing. The mares huddled together, each of them terrified to the brink of hysteria. The Wolf stepped into the doorway, it sniffed the air, and left. Ember watched it go, what had stopped it. She smelled the air, something was in there.

She broke away from the group, walking over to the counter, where two large garlands of mistletoe sat among piles of leaves. She looked out the window, the stallions outside were wearing similar leaves.

"Mistletoe, they're all garlanded in mistletoe!" she said in realiztation. "They're wearing mistletoe and the wolf doesn't attack them, who brought this into the kitchen?"

"It must've been the Brotherhood."

"Gather it up, quickly, every last scrap! Quick! Now!"

* * *

"Mistletoe," the Doctor murmured, tracing his hoof over the intricate carving in the door. "Wood, did your father put that there?" He shrugged.

"On the other door too," the Doctor said, an idea forming in his mind. "No, a carving wouldn't be enough. I wonder," he climbed onto the barricade and licked the door. He **licked**, the door.

"Viscum album, the oil of the mistletoe!" he jumped off the barricade. "It's been worked into the wood like a varnish. How clever was your dad!? I love him! Powerful stuff mistletoe, bursting with lectins and viscotoxins."

"And the wolf's allergic to them?" suggested Roseluck.

"Well it thinks it is. The monkey monk monks need a way of controlling the wolf, maybe they trained it to react against certain things."

"Nevertheless, that creature won't give up," Apple Wood moaned, "Doctor, and we still don't possess and actual weapon."

"Oh your father got all the brains didn't he?" the Time-Pony asked.

"Being rude again," warned Roseluck.

"Good, I meant that one," the Doctor added. "You want weapons? We're in a library, books! Best weapons in the world! This room's the greatest arsenal we could have!" He slipped on his black spectacles and pulled some books off the shelf. "Arm yourself."

* * *

The housemaids rushed to collect the mistletoe, gathering every last little leaf an berry. They cut and dissected it apart, tossing it into a boiling pot of water. Flora kept looking between the pot and the door of the kitchen, "There's no sign of the Wolf m'lady. Perhaps it's gone."

"Perhaps it is toying with us," Ember warned her. "But my husband's up there, and if there's any chance he's still alive, then by Luna's moon I'll assist him."

* * *

"Biology, zoology, might be something about wolves in here."

"What about this? Book on mistletoe?"

"Book on magic-"

"Some sort of explosive-"

"That's the sort of thing."

"Wolf's bane what about that?"

"Look what your old dad found," the Doctor said, hopping down from the ladder, book in hoof. He set out on the table, open to a page with a picture of a burning rock falling to the ground. "Something fell from space."

"A shooting star," supplied Apple Wood. He began to read the text beneath, "In the year 1354, a star of the sky did come to the world of Equestria. Hold on, that's the Glen, just by the monastery."

"But that's over three hundred years ago," said Roseluck. "What's it been waiting for?"

"Maybe just a single cell survived, adapting slowly down the generations, it survived throught he humans. Host after host after host," the Doctor explained.

"But why does it want the throne?" asked Apple Wood.

"I don't know, but that's what it said it wanted. The Empire of The Wolf," Roseluck explained.

"Imagine it, Equestria accelerated by unimaginable amounts. Trains and steam engines years and years early. Leaving history in shreds behind it." Luna looked nervously around the room, "Sir Wood, if I am to die here tonight."

"Don't say that your majesty," Wood interrupted.

"I would destroy myself before I let that creature infect me," Luna said. "But that's no matter, I ask only that you find someplace safe for something far older and more precious than myself."

"Hardly time to be worrying about your valuables," the Doctor said.

"Thank you for your opinion, but there is nothing more valuable than this." And out of her bag, she levitated a massive jewel. It's surfaces were swirling with colors, crisscrossing the diamond cut edges. Roseluck dropped her books in surprise, "Is that the Chaos Emerald?" she asked.

"Oh yes," the Doctor confirmed, his eyes also wide at the sight of the amazing gem. "The greatest jewel in the world."

"Taken from the crown of King Discord himself," Luna said. "Perhaps it's awful legend is coming true. It is said that whoever posseses this gem will be deafeted, brought down," she smiled slightly, "Turned to stone."

"Well that's true with anything if you own it long enough," the Doctor said walking forward. "Can I?" Luna handed him the emerald, he peered over his glasses at the gem.

"That is so beautiful," he muttered. Roseluck looked at it as well, the colors swirling were almost hypnotizing. "How much is that worth?"

"They say the wages of the entire planet, for a week!"

"Good thing mum's not here, she'd be fighting the wolf off with her bare hooves for that thing."

"And she'd win?"

"Where's the wolf?" interrupted Apple Wood, "I don't trust this silence."

"Why do you travel with it?" asked the Doctor.

"The annual pilgrimage, usually Celestia and I go together, but Royal business has gotten in the way this year." There was a flash of anger in the Princess's eyes, but it vanished quickly, "I'm taking it to Clouds-dale, where the Royal Jewlers are. The stone needs recutting."

"Oh, but it's perfect," protested Roseluck.

"I don't think so."

"Now there's a fact," the Doctor stated. "Both princesses kept having the stone cut down, it used to be forty percent bigger than this. But they were never happy, kept cutting and cutting."

"Celestia's reason is, the shine is never quite right. The job may take a while, until then, it is still unfinished." The Doctor looked from the gem to Princess Luna, something clicked in his fantastic mind and he gasped.

"Unfinished, oh yes there's a lot of unfinished work in this house," he threw the stone back to Luna, whipped off his glasses, as the last of the idea clicked in place in his mind.

"His father's research, your sister's fascination with the wolf, she came here and sought the perfect gem. Hold on, hold on! All these separate things, they're not separate at all! They're connected! Oh my head, oh, oh! OH! What if this house, it's a trap for you. Is that right ma'am?"

"Obviously," said Luna, confused.

"At least, that's what the Wolf intended. But, what if there's a trap inside the trap?"

"Explain yourself Doctor."

"What if, his father and your sister weren't just telling stories, what if they dared to imagine all of this was realm, and what if they planned against it? Laying the real trap not for yourself, not for you, but for the wolf!" He stopped, white plaster dust drifted in front of his face, falling from the roof. Slowly, he looked up, and through the glass dome skylight at the top of the library, he could see the Wolf.

"That wolf there," the glass beneath its massive form began to crack. Then it shattered completely, dumping a werewolf right on top of them.

"OUT! OUT! OUT!" the Doctor cried, they began tearing the furniture in the barricade away. Roseluck chucked a chair at the Wolf before following the others out the door. The Doctor shut the doors behind them and they ran. The Wolf ran straight through the doors and charged them, swiping and biting, hoping to catch a tail. It grabbed Roseluck's and held her there, she screamed and kicked at its massive paws. A splash of boiling hot water arc over her head and splashed the Wolf in its face, it growled and retreated.

"Good shot!" the Doctor called.

"It was mistletoe," Flora replied.

"Ember!" Apple Wood cried, embracing his wife. "You must go back downstairs."

"Keep yourself safe," Ember replied.

"Go!" Ember called for the maids to follow and they ran back down the corridor.

"Come on!" the Doctor cried as tell-tail growls warned them of the Wolf.

"The observatory's this way!" Wood yelled, leading the way. They reached the observatory quickly, the Doctor licked the doors.

"No mistletoe, your father wanted the wolf to get in here," the Doctor muttered. "I just need time, is there nay way of barricading it?"

"Just do your work, I'll find you time," Wood said solemnly.

"If we could just-"

"I said I'd find you time." The Doctor nodded, "Good stallion." He shut the doors and turned to Luna, "Your majesty, the emerald."

"for what purpose?" she asked, frightened.

"The purpose it was designed for." She handed him the diamond, he put it in his pocket and motioned for Roseluck to follow him. They galloped over to the telescope controls, he began to pull on it, Roseluck pushed on the other side, turning the gears and moving the scope into gazing position.

"Is this a good time for stargazing?" asked Roseluck.

"Yes it is!"

* * *

Apple Wood pulled a sword off the crossed pair on the wall, he held it in his teeth and braced his hooves. The Wolf stopped at the end of the corridor, watching him.

"I committed treason for you," he hissed, "But now my wife will remember me with honor!" He charged the Wolf sword raised. It was a brief fight, but it did slow the wolf down.

* * *

"You said this thing doesn't work," Roseluck grunted.

"It doesn't work as a telescope because that's not what it is. It's a light chamber. It magnifies the light rays like a weapon. We've just got to power it up," the Doctor replied.

"It's won't work, there's no electricity!" the Doctor rolled his eyes, Roseluck looked into the sky, the moonlight shining in her eyes. "Moonlight, but the Wolf needs moonlight. It's made of moonlight!"

"Your seventy percent water but you can still drown!" the Doctor snapped back. Luna lowered her horn, charging for a spell to teleport the Wolf elsewhere in the house, but when it shattered the door the gut fear mad eher completely forget. The moonlight bounced off the inside of the telescope, magnifying into a powerful beam that hit the floor just behind Luna. The Doctor pulled out the Chaos Emerald and tossed it, the gem slid into the moonbeam refracting it up and into the Wolf.

The Werewolf was pushed into the air by the light, it seemed to become a ghost. All of the fur and muscle vanished, leaving a black ghostly spirit in it's place. The spirit was the shape of a colt, thin and bony.

"Make it brighter," the ghost whispered. "Let me go." The Doctor walked over to the telescope, he placed one hoof on the side of the telescope and dialed it up, increasing the beam's power. The shadow turned back into a wolf, let out a long howl, before vanishing into wisps of mist. Luna dropped to her knees, eyes wide with fear; she looked at one of her front hooves where a long scratch was running the length.

"You majesty?" asked the Doctor. "Did it bite you?"

"No, it's a cut, that's all," she replied.

"If that thing bit you-"

"It was a splinter of wood on the broken doorframe, it's nothing."

"Let me see," said the Doctor, reaching for her hoof.

"it is nothing," She insisted, pulling it away.

* * *

The morning could not come soon enough, but when it did, the surviving members of the Torchwood estate gathered in the main hall. The Doctor glanced at Roseluck with a smile as the knelt down in front of Princess Luna. She was levitating a sword in front of her, her injured hoof was bandaged and tight. She lowered the sword, touching it to the Doctor's shoulders, "By the power invested in me by the Night Sky, I dub thee Sir Doctor of Tardis." She did the same with Roseluck.

"I dub thee Dame Roseluck of Hoofdon. You may stand." The time travelers stood up.

"Many thanks ma'am," the Doctor said.

"Thanks, they're never going to believe this back home," Roseluck gushed.

"Your Majesty, I noticed that last night you were angry at Celestia for leaving you to do this alone, I think she cut that gem to save your life," the Doctor said.

"Indeed, then you may think on this also, that I am **not** amused," Luna said, setting the sword aside. Roseluck gave a silent yes.

"Not remotely amused," Luna continued. "And henceforth, I banish you." The Doctor looked at Roseluck in surprise before turning back to the Princess, "I'm sorry?"

"I rewarded you, Sir Doctor, and now you are exiled from this empire, never to return. I don't know what you are, the two of you, or where you're from, but I know that you consort with stars and monsters, and think it fun. But your world is steeped in terror and evil and death, and I will not allow it. You will leave this kingdom and you will reflect, I hope, on how you came to stray so far from all that is good, and how much longer you will survive this terrible life. Now leave my world, and never return!"

* * *

"Now, the funny thing is, Princess luna did have a serious medical condition before being banished to the moon. But it's always a mystery because alicorns are supposed to not get sick. Celestia didn't have it, none of the guards had it, but it was true! She had a sleep disorder where almost never needed to rest for some reason." The Doctor kept rambling away as he and Roseluck trotted back through the fields to the Tardis.

"What, and you're saying that's werewolf?" said Roseluck.

"Well, maybe sleep disorder was a combination of plotting as Nightmare Moon."

"Wait, Nightmare Moon's a werewolf?"

"Could be."

"Princess Luna's a werewolf?"

"Could be. And, she never quite got rid of it. Even after her return to Equestria, she stll suffered minor sleep problems."

"Again, Luna's a werewolf?"

"Well, maybe not yet, after all Nightmare Moon doesn't exist for another, oh, thousand years."

"Nah, that's just crazy! Mind you, Nightmare is pretty fierce."

"I'll say no more." They walked up to the Tardis.

"And if you think about it, they're every private about personal stuff. They plan everything in advance! She could schedule herself around the moon!" the Doctor began to laugh at Roseluck's wild theories, but he listened anyways. They walked inside the Tardis, and Roseluck cried, "Oh my gosh she's a WEREWOLF!" They couldn't contain the laughs. The Doctor howled like a wolf, before dissolving into laughs again.

* * *

"What will you do?" asked Luna, Ember by her side. "Will you stay here?" Ember looked back at the estate she'd shared with her husband.

"I don't think I could, I'd sell it, or tear it down."

" Although we may not speak of these events in public, they will not be forgotten, I promise you that. Your husband's sacrifice, the ingenuity of his father, they will live on."

"But how?"

"I saw last night that Equestria has enemies beyond imagination, and we must defend ourselves on all sides. I propose an Institute to investigate these strange happenings and to fight them. I would call it Torchwood. The Torchwood Institute. And if this Doctor should return, then he should beware, because Torchwood will be waiting."

_To be continued in, School Reunion…_

**Me: I have a surprise announcement, Ditzy Derpy Do Hooves will be joining us in the next adventure as Sarah Jane Smith with K-9. Skipping disclaimer 'cos you all know I don't own this.**

**Till next time!**


	5. Episode 4, School Reunion

Doctor Whooves

_School Reunion_

**And enter Ditzy Doo! Or as the Doctor calls her, Derpy Hooves! And, she's supposed to replace Sarah Jane, but I have to compromise. Half Sarah half Derpy in the way she's not so rude too Roseluck.**

**Oh, and for the record, Derpy's eyes are always slightly off, but its only noticeable when she gets emotional and can't focus on keeping them straight in this story.**

Bronze Acres High School, it used to be one of the lowest rating schools in Canterlot. Until three months ago, when a new Headmaster arrived. He called himself Finch, nothing else just, Finch. And suddenly, the school rocketed to first place, best behaved, smartest, on and on.

One day, mid-February, school was in session. Finch was taking a walk through his amazing school, there was a strange way about how he walked. Jerky, kind of like a puppet. He was an earth pony of, oh, about medium size, with grey and black hair, and cold blue eyes.

Finch trotted up to his office and was about to go in when he noticed the filly sitting next to the door, "What do you want?" he snapped.

"The nurse sent me sir," the little foal said quietly. "I was in History and I started to feel like I was going to be sick."

"Then don't bother me, go home."

"I can't."

"Why? Is your mother at work?"

"I live in Ambrosia Hall, the foal's home." Realization dawned on the Head Master's face, "Oh, no parents. Nopony to miss you. I see why the nurse sent you. You poor dear. Poor, thin, dear. Come inside." He opened the door and ushered her in with a gentle smile. "It's nearly time for lunch." The door swung shut behind them.

There was a wild flapping of wings, a high-pitched scream, the school bell drowned it so nopony heard the filly's cries as she was devoured. Classes changed throughout the school, foals filling neatly into each and every classroom. Up on the second floor, in a physics laboratory, the students were goofing around as they waited for their new teacher.

Soon enough, he strolled into the room with a pair of saddle bags which he promptly dropped on the ground. The teacher was wearing a brown suit with blue pinstripes, his brown hair was a wild mess, and his black spectacles were clean and shiny. He smiled at them, "Good morning class!" the Doctor said eagerly. "Are we sitting comfortably?"

**Main theme, play.**

"So, physics?" asked the Doctor, dropping the marker after scribbling Physics on the whiteboard. "Physics, eh? Physics, physics! Phyyyyysics. Physics-physics-physics-physics-physics-physics-ph ysics. Physics! I hope one of you is getting all this down. Okay," he walked on front of the teacher's desk. While he talked to the students, he trotted back and forth. "Let's see what you know! Two identical strips of nylon are charged with static electricity and hung from a string so they can swing freely. What would happen if they were brought near each other?"

One colt wearing spectacles raised his hoof, "Yes uh what's your name?"

"Sketchy Dash," he replied.

"'Kay, Sketch, off you go."

"They'd repel each other because they have the same charge," Sketch answered, speaking quickly.

"Correctamundo!" the Doctor cried. "A word, I have, never used, and hopefully never will again. Question two, I coil up a thin piece of micro-wire and place it in a glass of water. Then I turn on the electricity to see if the water's temperature is affected. My question is this, how do I measure the electrical power going into the coil?" Only one hoof shot up, all the other foals looked positively bored.

"Somepony else," asked the Doctor. "No? Okay, Sketch, go for it."

"Measure the current and PDs in an ammeter and voltmeter," he replied, talking almost as fast as the Doctor.

"Two to Sketch. Right then Sketchy Dash, tell me this. True or false, the greater dampening of the system, the quicker it loses energy to its surroundings," the Doctor prompted.

"False," fired Sketchy.

"What is non-coding DNA?"

"DNA that doesn't have a cod for protein."

"65,983 times 5?"

"329,915."

"How do you travel faster than light?"

"By opening a quantum tunnel with an FTL factor of thirty six point seven recurring." The Doctor's jaw dropped and he stared at Sketch, what?

* * *

Lunch, only a few hours after that jaw dropping class. The cafeteria was bustling as foals shuffled through the lunch line, helping themselves to all sorts of good foods. The Doctor also walked through the line, he glanced up at one of the lunch mares and grinned from ear to ear. Roseluck looked at him sourly, still mad she was the one in the kitchen. She was wearing a mane net, apron, gloves, the whole shebang. She dropped a daisy cake on his plate and he left the line, stifling a giggle.

As he ate the school's lunch, Roseluck walked out of the kitchen with a rag and walked over to his table, "Two days," she grumbled.

"You missed a spot," the Doctor said, pointing to a splat of sauce near the edge of the table. Roseluck rolled her eyes and wiped it up, "Two days, we've been here."

"Blame your boyfriend, he's the one who put us up to it," the Doctor said with a smirk, before getting serious. " And he was right. Colt in class this morning, got knowledge way beyond Equestria."

"You eating those chips?" asked Roseluck, gesturing to the, as Americans call them, French fries untouched on his plate.

"Yeah, they're a bit different," he said, she took one off his plate and ate it whole heartedly.

"I think they're gorgeous," she gushed, sitting down next to him. "Wish I had school dinners like this."

"It's very well behaved this place," the Time-Pony mused, looking around. "I thought it was supposed to be jumpy and wild. Jumpy and wild with cliques. Jumpy and wild with cliques and bullies." He smiled proudly at the surprised look on Roseluck's face, "Oh yeah, don't tell me I don't fit in." Another mare walked up, she had a very strict look on her face. It was the head dinner mare, plain whites and greys.

"You are not permitted to leave your station during a sitting," she said harshly.

"Sorry, I was just talking to this teacher," Roseluck explained, standing up hastily.

"Hello!" the Doctor called with a cheeky wave.

"He doesn't like the chips."

"The menu has been specifically designed by the headmaster to increase student performance," the dinner mare said sternly. "Now get back to work." She trotted away, Roseluck rolled her eyes and followed.

"See this is me, the dinner mare," she groaned.

"I'll have the crumble!" the Doctor called after her.

"Oh I'm so going to kill you," and she walked away. The Doctor smiled to himself and picked up the pear that they'd served with his lunch. At another table, a teacher walked up to the students. He basically looked like he was meant for camouflage, his coat and mane were simple dark greens.

"Shimmer, you'll be joining my class for the next period," he said to a blue unicorn filly. "Sketch has failed me, so it's time we moved you up to the top class. Red, not eating the chips?" he was addressing the pegasus colt sitting next to the filly who was munching on a peanut butter and jelly sandwich.

"I'm not allowed."

"Shimmer, Crash, extra class, now," the teacher ordered. The two foals stood up and followed the teacher. The Doctor watched them leave. He took a bite of the pear as he thought, only to recoil in shock and spit out a chunk of green onto his plate.

* * *

Roseluck picked up another tray and began drying it with the rag in her mouth. There was a rumble from behind the metal shelf behind her. She looked that way out the corner of her eye, spotting the four other dinner mares wheeling in a large silver barrel. They were wearing gas masks, rubber gloves, goggles, all that safety gear, to push the sealed barrel into the large refrigerator in the kitchen.

"Careful, keep it steady. Don't spill a drop. I said keep it steady. Careful." Roseluck watched them through the rack, slowly drying the dish in her hoof. Her mobile began to ring, she set down the cleaning tools and pulled it out. Answering it.

"What you got?" she asked.

_ "Confirmation_," Gear replied. _"I just got into army records, three months ago. Massive UFO activity. They logged over forty sightings, lights in the sky, all of that. I can't get any photos though, all classified and secret. Keeps locking me out because of this Torchwood thingy."_

"Three months ago, turns out all the kitchen staff were replaced," Roseluck added. "And this lot are weird."

"_See? There's definitely something going on. I was right to call you home._"

"I thought maybe, you called me home just to, well, just to call me home."

"_Do you think I'd invent an emergency?"_

"You could've."

"T_hat's the last thing I would've done, because every time I see you-" _the other kitchen mares were bringing in another barrel, this one toppled landing on one of them. It splashed green oil all over her and she started screaming. "_An emergency happens anyways._"

"I've got to go," Roseluck said, hanging up. The others helped the one, who got splashed onto her hooves and into an office, "Get her up! Get her up!" They shut the windows and closed the doors tightly. One of them, the head dinner mare came out, gas mask dangling around her neck, "What'cha doing?"

"Calling an ambulance," Roseluck replied, ready to dial 911.

"No need, she's quite alright." There was a whoosh, a flash of light, and a scream behind her in the office.

"It's fine," the dinner-mare insisted, "she does that." She turned and re-entered the office shutting the door behind.

* * *

"Our work here, my improvements aren't confined to the classroom. Oh no no no, we've introduced a new policy. School dinners are absolutely free, but compulsory. Do try the chips," Finch was bragging. Beside him, a grey Pegasus mare was hovering. Her normally scruffy blonde hair was tied back in a bun, and her golden eyes were searching the school around her. Most ponies made fun of this mare because when her emotions got ahead of her, her eyes would float off and stare in opposite directions.

"Oh, I'd love to," Ditzy Doo replied, smiling. "Thank you. This has to be said, all that you've done here is really amazing! I mean, maybe you're working the foals a little hard, occasionally, but I think good results are more important than anything." Finch smiled, "You're a mare of vision Miss Doo." Ditzy smiled at the irony in that phrase.

"Oh I can see everything Mr. Finch," she looked back into the hall, "Quite clearly."

* * *

"Yesterday, I had a seven year old filly give me the exact height of the Canterlot Castle, in centimeters," the teacher insisted. The Doctor popped another crisp into his mouth, "And It's ever since the new headmaster arrived?"

"Finch arrived three months ago, next day, half the staff got the flu. Finch replaced them with that lot," he gestured with one hoof to the group of ponies sitting together in perfect black suits. "Except, for the teacher you replaced and that was just plain weird, her winning the lottery like that."

"How's that weird?" asked the Time-Pony.

"She never played, said the ticket was posted through her door at midnight." There was a creak of hinges as the door to the staff lounge opened and the Headmaster walked in, the Doctor glanced back and his vision caught. There was a mare standing behind him, and he recognized her. His Ditzy, Ditzy Do. His Derpy Hooves, who'd traveled with him six regenerations ago. Oh the adventures they'd had.

"Excuse me colleagues," the headmaster called. "A moment of your time. May I introduce miss Ditzy Doo. Miss Do is a journalist who's writing a profile about me for the Sunday Times. I though it might be, useful for her to get a view from the trenches so to speak. Carry on," and he left. Ditzy looked around the room, she glanced over at the Doctor and smiled. She trotted over, "Hello."

"Oh I should think so," the Doctor said, unable to contain his glee.

"And you are?"

"Hm? Oh, uh, T-turner, Time Turner," he stammered, shaking her hoof.

"Time Turner? I used to have a friend who sometimes went by that name," Ditzy said, nostalgically.

"Oh really? I didn't know it was such a common name."

"He was a very, uncommon stallion." She smiled again, "Nice to meet you Time Turner."

"Nice to meet you, yes, very nice," the Doctor agreed. "More than nice, brilliant."

"So, uh, have you worked here long?" asked Ditzy, looking around.

"No, it's only my second day."

"Oh, you're new then. So, what do you think of the school? I mean, the new curriculum? So many foals getting ill, doesn't that strike you as odd?"

"You don't sound like somepony just doing a profile," the Doctor noted.

"Well, no harm investigating while I here," she said.

"No, good for you." She turned and walked up to another teacher, still all smiles and bubbles. "Oh good for you Derpy Hooves." The rest of the day, the Doctor was in sort of a daze, and as the final bell rang, he could no longer resist smiling.

* * *

Red, the same Pegasus who had been scolded for not eating the school chips, watched as his friend leave the computer lab with another colt, chatting away and not even noticing he was there. He glanced back at the computer lab, and was about to leave, when he heard something. A slurping noise, coming from the lab. Slowly, he tip-hoofed through the door, watching around him as he followed the sound.

It was coming from the front of the room, under the teacher's desk. He knelt down for a look, only to have a large pair of teeth snap at him! Red jumped back in surprise, a teacher stood up behind the desk. He twisted his head to the side, there was a sound like cracking bones, "This isn't your classroom Red," he said. "Now run, along." Red nodded hastily before turning and running out of there as fast as he could.

* * *

The sun had long since set from the sky, the moon taking its place among the stars. Ditzy Doo flew through the clouds, heading for Bronze Acres School, something was wrong and she needed to get to the bottom of it. She flew up to one of the second story windows, normally windows wouldn't be locked, but these were. Ditzy turned around and bucked the window on it's frame, it popped loose and swung in, the glass remained intact.

She pushed it open and crept inside, pulling out a torch to light the way.

* * *

The Doctor opened the door slowly, making sure the coast was clear before motioning with one hoof. He, Roseluck, and Gear slowly walked inside. Roseluck couldn't help but snigger, "Oh it's so weird seeing school like this. It just feels wrong! When I was a foal I thought all the teachers slept in the school." They stopped at a junction of three halls and a set of stairs.

"Alright team," the Doctor started. "Oh, wait, I hate ponies who say team. Uh, gang, um, comrades. Anyway, Roseluck, go to the kitchen, get a sample of that oil. Gear, the new staff are all math teachers. Go and check out the maths department. I'm going for a look in Finch's office, meet back in here in ten." The Time-Pony turned and galloped up the stairs.

"You going to be alright?" asked Roseluck, nudging Gear playfully.

"Me? Please, infiltration and investigation? I'm an expert at this!" he turned and walked away. Roseluck smiled bemusedly and counted to ten, Gear trotted back. "Where's the math department?"

"Down there, turn left, through the fire doors, on the right."

"Thank you!" he left for real this time. Roseluck turned and trotted off to the cafeteria.

* * *

Ditzy set down her torch and pulled her very old lock pick out of her jacket pocket, she inserted one into the lock on the Headmaster's door. But just as it clicked open, a screech echoed from down the hall. She shoved her lock pick back into her pocket and hopped onto her hooves, that thing screech again making her heart beat rapidly. Ditzy Doo turned and ran, clutching onto the torch so hard her teeth hurt.

She dove down the stairs and swerved around a corner ducking into a storeroom and locking the door behind her. Ditzy Doo stopped for a moment, listening intently. She exhaled slowly and turned around, only to have her heart speed up once more. There, sitting in the storeroom, was the blue box she knew so well. The Tardis.

Ditzy gazed and slowly backed out of the storeroom. Slowly she turned around, and there, standing in the hall behind her was a chestnut stallion in a trench coat and suit.

"Doctor," she mouthed.

"Hello Derpy Hooves," he said with a smile.

"It's you," she whispered in shock. "Oh Doctor, oh Celestia it's you, isn't it? You've regenerated."

"Yeah," he said nonchalantly. "About half a dozen times since we last met."

"You look incredible," she said.

"So do you."

"Huh, I got old. What are you doing here?"

"Well, UFO sightings, record results, I couldn't resist. What about you?"

"The same," she replied. Her voice suddenly cracked, "I thought you had died to be honest Doctor. When you left and didn't come back, I got worried that you had died."

"I lived," he replied, "Everypony else died."

"What do you mean Doctor?"

"Everypony died Ditzy."

"I can't believe, It's you!" There was a sudden scream echoing from elsewhere in the school.

"Okay, now I can!" Ditzy said happily, the Doctor smiled too and they took off. As they reach the hall, Roseluck joined them.

"Did you hear that?" She saw Ditzy, "Who's she?"

"Roseluck, Ditzy Doo, Ditzy Doo, Roseluck," the Doctor introduced.

"Hi, nice to meet you," Ditzy chirped. "You can tell you're getting older Doc, you're assistants are getting younger."

"I'm not his assistant," corrected Roseluck.

"No? That's adorable!"

"Anyways!" the Doctor pushed past them, continuing the chase. At the end of the run, it turned out to just be Gear, surrounded by yellow rats in plastic bags.

"Sorry! Sorry, it was just me," he stammered, kicking a rat aside. "You told me to investigate, so I started looking through some of these cupboards and these fell out on me."

"By Luna's moon, they're rats," Roseluck said, disgusted, "Dozens of vacuum packed rats."

"And you decided to scream?" asked the Doctor.

"It took me by surprise!" protested Gear.

"Like a little filly?"

"It was dark! I was covered in _rats_!"

"Six, maybe seven, I'm seeing pigtails and a large bow."

"Hello? Can we focus?" asked Roseluck. "Does anypony notice anything strange about this? Rats in school?"

"Well, maybe they're doing it for biology, despite how wrong it is," suggested Ditzy, suppressing a shudder.

"Excuse me miss Do, but nopony does that. Ever, that's just gross," Roseluck said.

"Why? Can't I help?" asked Ditzy Doo. "Am I useless or something?"

"Anyway," the Doctor interrupted, "Moving on. Everything started when the new headmaster Finch arrived. We should go and check his office." And so they did, Roseluck pushed past the stallions and walked next to Ditzy Doo.

"I don't mean to be rude or anything but who exactly are you?" she asked.

"Ditzy Doo," she replied proudly, "I used to travel with the Doctor."

"Oh, well, he's never mentioned you," Roseluck noted, smirking ever so slightly.

"Oh I must've," the Doctor interrupted. "Ditzy Doo, mention her quite often."

"Hold on, sorry, never."

"What? Not even once? He didn't mention me once?!" Ditzy said exasperatedly. The Doctor stopped and groaned, always. This always happened. Gear patted him reassuringly on the back, "Ha ha mate, the missus and the ex. Welcome to every stallion's worst nightmare."

* * *

"Maybe those rats were food," the Doctor mused, sonicing the door lock to the headmaster's office.

"Food for what?" Asked Roseluck. The Doctor opened the door and very slowly stepped inside. His eyes went to the ceiling, "Roseluck? You know how you used to think all the teachers slept in the school?" The others looked around the door, and into the headmasters office. Thirteen giant black bat things were hanging from the ceiling, asleep. "Well, they do."

"No way!" Cried Gear, they turned and ran. The Doctor hung back, quietly shutting the door behind them. He trotted after the others, meeting them outside and out of breath.

"I am not going back in there, no way!"

"When Finch arrived he brought with him seven new teachers, four dinner ladies, and a nurse. Thirteen, thirteen big bat ponies," the Doctor explained. "Come on."

"Come on? You've got to be kidding me!" Gear cried.

"Well I need the Tardis to analyze the oil sample."

"Oh!" Ditzy cried suddenly. "I have something that may help. Come on, I've got to show you something!" She lead them around to the back of the school, "I brought him in case, you know, on off chance you'd be here." Ditzy pulled something wrapped in a blanket out from its hiding spot behind a dumpster. The Doctor stepped up and threw off the blanket.

"K9!" He cried happily. The little metal puppy was indeed there, but one of his side panels were missing and bits of rust covered the corners.

"Roseluck, Gear, allow me to introduce K9, well, K9 mark three to be exact."

"Why does he look so disco?" Asked Roseluck.

"Oi! In the year five thousand this was cutting edge!" The Doctor explained, petting the robot. "What's happened to him?

"Well, one day just pft! Nothing," Ditzy explained.

"Haven't you tried getting him repaired?"

"Well it's not like I could by part for him, anywhere. Plus the technology in him could rewrite the future of Equestria."

"Oh, what's that nasty lady done to you eh?" The Doctor asked K9, using a ridiculous doggy talk.

"No offense but can you stop petting the tin dog for a minute?" Asked Roseluck. "Never mind the robot we're busy. Aliens taking over the school and all that?"

* * *

Instead of hanging out behind a closed school, they went into town to a cafe. The Doctor and Ditzy Doo sat by the window, K9 on the table as they worked to fix him up. Roseluck and Gear were waiting in line for chips and coffee.

"You know, it's been at least two hours since we met her and still haven't said 'I told you so,'" Gear remarked.

"I'm not listening to this," Roseluck said, fishing through her pocket.

"Two bits love," the mare behind the counter said. Roseluck handed her the money and took her chips.

"This whole you've been on and on about he's different," Gear said taking his coffee, they walked over to one of the tables. "But the truth is, he's just like any other bloke."

"I don't know what you're talking about," Roseluck said, pulling out a chip and munching on it.

"Maybe not, but if I were you, I'd go easy on the chips." Roseluck swallowed and stared at her chips nervously. At the other end of the café, the Doctor and Ditzy Doo were chatting away.

"I thought of you on Hearth's Warming eve. This holiday just gone? Great big ship over Hoofdon and I thought, oh yeah, bet he's up there."

"Right on top of it," he said through a mouthful of screwdriver.

"And Roseluck?"

"She was there too."

"Did I do something wrong? Because you never came back," Ditzy asked as the Doctor continued worked on K9's mechanics.

"I told you, I was called back home and in that time Equestrians weren't allowed," the Doctor explained, setting the sonic screwdriver aside.

"I waited for you Doctor, I missed you," Ditzy said.

"Oh you didn't need me, you were getting along with your life," the Doctor replied.

"You were my life," she insisted. "You know what the most difficult thing was? Coping with life here again. You took me to the furthest reaches of the galaxy, should me other planets, intergalactic battles and supernovas, and then you just left me here. Why? How could anything compare to that?"

"All those things you saw, do you want me to apologize for that?" asked the Doctor, confused.

"No, but when we get a taste of that, that, brilliance and then we have to come back…"

"Look at you though, you're investigating. You found that school, you're doing what we always did," the Doctor said, trying to cheer her up.

"You could've come back," Ditzy insisted.

"I couldn't."

"Why not?" The Doctor returned to working on K9, Ditzy frowned.

"It wasn't Hoofdon where you dropped me off."

"Oh, where was it?"

"Ponyville!"

"Right, sorry." Suddenly, K9 whirred to life, the Doctor smiled and tapped his hooves on the table happily.

"Hey hey! Now we're in business!" he cried leaping up.

"Master!" chirped K9, twitching his mechanical tail and ears.

"He recognizes me!" the Doctor said happily, patting his dog.

"Affirmative!"

"Roseluck, give us the oil," he called. Roseluck walked forward and placed the small container in his hoof. He opened it up and reached in.

"I wouldn't touch that stuff," Roseluck warned, "that dinner mare got all scorched."

"I'm no dinner mare," the Doctor said, "And I don't say that often." He scooped out some of the oil and speared it on K9's probe. The little dog began to beep and whir, "Oil ex-ex-extract. Ana-ana-analysing."

"Listen to him!" Gear said stifling a giggle. "What a voice!"

"Careful that's my dog," warned Ditzy.

"Confirmation of analysis," K9 squeaked, "Substance is Krillitane Oil." The Doctor's mood immediately darkened.

"Is that bad?" asked Roseluck.

"Very," the Doctor replied grimly. "Think of how bad things could possibly be then add another suitcase full of bad."

"And what are Krillitanes?" asked Ditzy Doo.

"They're a composite race, like your kingdom is a mix of the creatures living in it. Bits of griffon, bits of zebra, bits of whatever. The Krillitanes are the same, except they take physical aspects and conquer these other races. They cherry pick the best bits from the ponies they destroy. Last time I saw Krillitanes they were like giraffes with almost no neck. That's why I didn't recognize them."

"What're they doing here?" asked Roseluck. The Doctor thought for a moment, "It's the foals, they're doing something to the foals."

* * *

"What's with the tin dog?" asked Gear as he and Ditzy carried K9 outside.

"The Doctor likes travelling with company," explained Ditzy. "Sometimes their ponies, sometimes they're aliens, and sometimes," she pet K9, "they're tin dogs. Where do you fit into the picture?"

"Me? Well, I'm the Equestrian liason, the stallion with the computer, I'm," realization dawned on his face. "Oh dear, I'm the Tin Dog!" Ditzy couldn't help but laugh.

* * *

"How many of us have travelled with you then?" demanded Roseluck as she and the Doctor left the coffee shop.

"Does it matter?" asked the Time-Pony.

"Yeah, it does, if I'm just another in a long line!"

"As opposed to what?"

"I thought you and me were- I obviously got it wrong. I've been to the year five billion right, but this? This is the real future. You just leave us behind. Is that what you'll do to me?"

"No, not you."

"But Ditzy? You were this close to her once, and now you barely mention her! Why not?" The Doctor's expression was one Roseluck had only seen a few times, one of extreme sorrow.

"I don't age," he explained, "I regenerate. But you decay, ponies wither and die. Imagine watching that happen to somepony you-" his voice caught.

"What Doctor?" Roseluck asked, putting a hoof on the Time-Pony's shoulder.

"You can spend the rest of your life with me, but I can't spend the rest of mine with you," he said sadly. "I have to live on, alone, that is the curse of the Time-Ponies." Something screeched above them, they both looked up to catch something flying directly at them. Ditzy and Gear ran forward, tackling them out of the way as it swooped down. It flew off, not swooping down for another attack.

"Was that a Krillitane?" asked Ditzy, hovering and looking for it.

"But it didn't even touch us, it just flew off," Roseluck stammered. "What was that for?"

* * *

The next morning, when all the foals were filing into Bronze Acres for class, a group of four adult ponies walked among them. Two pegasi, an earth pony, and a Time-Pony. The Doctor stopped and turned to the others.

"Roseluck, Ditzy, you go to the math department, crack open those computers, I need to see what's inside. Here, you might need this," he handed Ditzy the sonic.

"Gear surveillance. I want you outside."

"Just stand outside?"

"You can keep K9 company," Ditzy suggested.

'What're you going to do?" asked Roseluck.

"It's time I had a chat with Mister Finch," the Doctor answered, turning towards the school.

* * *

The Time-Pony found the Krillitane leader waiting for him, beside the pool. The Doctor walked in, letting the door swing shut behind. Finch was on the opposite side, walking about lazily.

"Who are you then?" he asked.

"My name is Brother Lassa," Finch replied, turning towards the Doctor. "And you?"

"The Doctor, since when did Krillitanes have wings?"

"It's been our form for nearly ten generations now. Our ancestors invaded Bessan, the people there had some rather lovely wings. They made a million widows in one day," Finch smiled, "Just imagine."

"And now you're shaped equine," the Doctor added.

"A personal favorite, that's all."

"And the others?"

"My brothers remain bat form, what you see is a simple morphic illusion. Scratch the surface and the true Krillitane lies beneath. And what of the Time-Ponies? I always thought of you as such a pompous race, ancient, dusty senators, so frightened of change and chaos. And of course, they're all but extinct. Only you. The last."

"This plan of yours, what is it?"

"You don't know."

"That's why I'm asking."

"Well show me how clever you are. Work it out."

"If I don't like it I _will_ stop you."

"Fascinating, your people were peaceful to the point of laziness, You seem to be something new. Would you declare war on us Doctor?" asked 'Headmaster' Finch, curious.

"I'm so old now, I used to have so much mercy," the Doctor replied. "You get one warning, that was it." Finch simply smiled and strutted past the Time-Pony, the Doctor watched him go.

"But We're not even enemies, soon you will embrace us. The next time we meet, you will join me. I promise." And with that, the Krillitane left.

* * *

Ditzy tried again to activate the sonic screwdriver, but it wouldn't do anything. She crawled out from under the computer desk, "It's not working!"

"Here, give it to me," Roseluck said, taking it. She crawled underneath, and began scanning it over the computer.

"Used to work first time in my day," Ditzy Doo complained.

"Well things were a lot simpler back then," Roseluck grumbled, sonic screwdriver in her teeth. Ditzy Doo leaned against the desk, "Roseluck, can I give you bit of advice?"

"I've got a feeling you're about to."

"I know how intense a relationship with the Doctor can be, and I don't want you to feel like I'm intruding." Roseluck backed out from under the desk and set the screwdriver aside, "I don't feel threatened by you if that's what you mean."

"Right! Good! Because I'm not interested in picking up where we left off."

"No? With the big sad cross eyes and the robot dog? What else were you doing?"

"Hey! There's no need to be rude about my eyes! I was just telling him how hard it was readjusting to life in Ponyville."

"The thing is though, when you two met they'd only just started really exploring space," Roseluck smirked, "Now wonder space stuff was a bit too much for you."

"I had no problem with space stuff!" Ditzy snapped. "I saw things you wouldn't believe." Roseluck crossed her hooves. "Try me."

"Mummies."

"I've met ghosts.

"Robots, lots of robots."

"Slitheen, _in Downing Street._"

"Daleks!"

"Met the emperor!"

"Anti-matter monsters!"

"Gas masked zombies!"

"Real living dinosaurs!"

"Real living werewolf!"

"The Lake Ness Monster!" Roseluck's eyes widened, "Seriously?" Ditzy face hoofed herself, "Oh no, sorry."

"It's okay." Roseluck chuckled, "Listen to us. It's like me and my mate Crimson. The only time we fell out was over a stallion, and we're arguing over the Doctor." Ditzy smiled a little bit.

"Hey, Ditz, with you, did he do that thing where he'd explain something at like, 90 miles an hour, and you'd go what? And he'd look at you like you just dribbled on your shirt?" asked Roseluck.

"All the time!" Ditzy replied giggling. "Does he still stroke bits of the Tardis?"

"Yeah! Yeah he does," Roseluck replied laughing. "I'm like, you two want to be alone?" Ditzy Doo, laughed even harder, Roseluck joined her. The Doctor galloped into the room, "How's it going?" he asked. When they spotted him, the girls just laughed harder, clutching their sides.

"What?" he asked, confused. "Listen, I _need_ to find out what's in these computers. What are you laughing at? Stop it!"

* * *

Finch opened the door to the staff room, the other Krillitanes were waiting inside.

"Brothers, we must initiate the final phase. Get the foals inside and seal the school," he ordered. "Our time has come my brothers, today, we shall become gods."

* * *

A bell tolled over the school grounds, the foals looked eagerly up at the speakers.

_"All pupils to class immediately. And would all staff members congregate in the staff room?_" Shimmer turned to Red, "Break time's finished early, isn't that fantastic?" Red rolled his eyes but nodded. He was the last to leave the courtyard. The foals tried to enter one of the computer halls, the same one the Doctor, Ditzy Doo, and Roseluck were working in. Roseluck kept telling foals to head to the south hall from the door, saying that the hall they were in was out of bounds.

* * *

"What is it now Mr. Finch?" asked one of the teachers annoyed. Finch and the rest of the Krillitanes filed in.

"A slight change in the timetable," he replied, "We're having an early lunch." One of the Krillitanes shut the door, blocking the view from outside. There was a flapping of wings, a bat-like screech, and the screams of the teachers.

* * *

The Doctor looped another wire around his neck and dragged the main wire conduit out from under the desk. He scanned it again with the sonic screwdriver, "I can't shift it!" he said angrily, smacking it.

"I thought a sonic screwdriver could open anything," said Ditzy.

"Anything except a deadlock seal," the Doctor replied. "There's got to be something inside here. What're they teaching those foals?"

* * *

Finch walked into his office, still picking cotton out of his teeth. He sat down at the desk and typed a command into the computer, "Close the school." All the doors slammed shut and locked.

* * *

All the computer screens lit up bright green, a single cube spinning in the center with strange symbols changing on its surface.

"Doctor! You wanted a program?" asked Ditzy. "There it is." The Doctor stood up, watching it, "Some sort of code… No, no it can't be!"

* * *

Red galloped from classroom to classroom, each one filled with hypnotized foals typing super speed on the bulky computers. He galloped down stairs to the front doors, but they were locked too. He spotted another Pegasus outside, lounging lazily on the asphalt next to a robot dog. Gear spotted him, hopped up and galloped over.

"They've taken them!" Red called through the door.

"What?"

"They've taken all the others!" Gear nodded then ran back over to K9, he pressed some of the buttons on top.

"Come on, I need some help!"

"Systems restarting," K9 chirped. "All primary drives functioning."

"You're working! Okay, good, no time to explain, we need to get in the school. Do you have, I don't know, a lock pick device?"

"You are a Pegasus."

"Maybe a drill attachment?"

"You are a Pegasus." K9 repeated.

"Fat lot of good you are."

"You are a Pegasus."

"Wait a second, K9 you are brilliant!" He shouted back to Red, "Get back!"

* * *

"The Skasis Paradigm," the Doctor murmured. "They're trying to crack the Skasis Paradigm!"

"The Skasis what?" asked Roseluck.

"The God maker," the Time-Pony replied. "Universal theory. Crack the equation you've got control of the building blocks of the universe. Time and space and matter, yours to control."

"What, and the foals are like a giant computer?" asked Roseluck.

"Yes… and their learning power is being accelerated by the oil! That oil from the kitchens, it works as a conducting agent, makes the kids clever."

"But that oil's on the chips. I've been eating them," Roseluck said shocked.

"What's 59 time 35?"

"2,065," she replied automatically. "Oh crap."

"But why use foals?" asked Ditzy. "Can't they use adults?"

"No, it's got to be foals. The God maker needs imagination to crack it. They're not just using the foals' brains, they're using their souls."

"Let the lesson begin," the Time-Pony spun around, Finch was standing behind them with a smile. "Think of it Doctor, with the Paradigm solved, reality becomes clay in our hands. We can shape the universe and improve it."

"Oh Yeah? The whole of creation with the face of Mister Finch? Call me old fashioned, but I like things as they are," the Doctor said sarcastically.

"You act like such a radical, and yet all you want to do is preserve the old order? Think of the changes that could be made if this power was used for good."

"What? By somepony like you?"

"No, somepony like _You_." The Doctor's eyes widened. "The Paradigm gives us power but you could give us wisdom. Become a god, at my side. Imagine what you could do, think of the civilizations you could save. Perganon, Assinta, your own people Doctor, standing tall. The Time-Ponies reborn."

"Doctor!" called Ditzy, "Don't listen to him!"

"And you could be with him throughout eternity," Finch continued, "Young, fresh, never wither, never age, never die. Their lives are so fleeting. So many goodbyes, how lonely you must be Doctor, join us."

"I could save everypony," he said.

"Yes."

"I could stop the war…"

"No," Ditzy insisted. It pained her to not give the Doctor what he wanted most but it was wrong. "The universe had to move forward. Pain and loss, they define us as much as happiness or love. Whether it's a world, or a relationship, everything has it's time. And everything ends." The Doctor looked at her for a moment, then nodded. He galloped to the front of the classroom, grabbed a chair, and chucked it into the front screen, shattering it.

"OUT!" the Doctor cried. He and the girls galloped out of there.

* * *

Gear flew up as high as he could then dove down, flying straight for the glass front doors of Bronze Acres. Red stood away from the doors, hiding behind a pillar. Gear crashed straight through the glass shattering it, he rolled along the floor but recovered quickly. He only had a few cuts from the glass.

"Come on!" he called to Red, they needed to find the Doctor. A horrible screech rang through the school, calling the other Krillitane to arms. Gear and Red ran into the others by the stairs.

"What's going on?" he asked. But before anypony could reply there was another screech down the hall as the Krillitane flew towards them. Down the stairs and back down the hall that Gear and Red had just come down and into the cafeteria.

"Are they my teachers?" asked Red in shock.

"Yeah, sorry," replied the Time-Pony.

"We need the Doctor alive," ordered Finch, entering the room. "As for the others, you can feast. The other three Krillitane began to swoop down at them. Ditzy Doo and Roseluck dove under the nearest table, Gear followed suit, dragging Red under with him. The Doctor was about to start fighting them off with a chair, when a bright red laser fired out of nowhere frying one of the Krillitane's wing.

"K9!" cried Ditzy.

"Suggest you engage running mode mistress," the tin dog barked.

"Come on! K9, hold them back!" ordered the Doctor, as he and the others made their escape.

"Affirmative master! Maximum defense mode!" The Doctor sealed the door behind them. Finch rolled his eyes, "Forget the shooty dog thing and get them!"

"Power supply failing," K9 said, before freezing in place and shutting down.

* * *

When the Doctor sealed the doors to stop the Krillitane, he effectively locked himself and the other ponies inside a physics laboratory.

"It's the oil!" he cried suddenly. "Krillitane life forms can't handle the oil! They've changed their biology so often even their own oil is toxic! Roseluck! How much was in the kitchens?"

"Barrels of it," she replied.

"Okay, we need to get to the kitchens. Gear-"

"What now? Hold the coats?"

"No, get all the foals unplugged and out of the school. Now, bats? How do we fight bats?" asked the Doctor as he paced. Red figured it out first, slamming the fire alarm switch on the wall. The bell rang out loud and clear through the school and the bats collapsed, clutching their ears in agony. The Doctor unlocked the doors ushered the others out, past the collapsed bats.

But they didn't get two corridors away before the alarm was cut off abruptly and the chase continued.

"Master!" chirped K9 as he rolled out of the cafeteria.

"Come on boy," the Time-Pony called. "Good boy."

* * *

Gear ran into one of the classrooms.

"Okay, listen everypony, we've got to," nopony even looked at him. He walked up to one of the students and waved a hoof in his face. Nothing. But he did notice the computer power cords, it wrapped together in a large black rope that was tied along the wall, across the ceiling, down to the floor, and into a single outlet. Gear looked around, shrugged, and pulled the plug.

The power couplink sparked, the computers turned off, and the foals started looking around scaredly.

"Come on everypony! Get out! Now!" they threw off the headphones, and followed Gear out of the classroom. Freeing others as they went.

* * *

Roseluck threw open the kitchen doors, Ditzy, Red, and the Doctor ran in past her into the back of the kitchen. Roseluck joined them at the back of the kitchen with the barrels The Doctor pulled out his sonic and tried to open the barrels, "They've been deadlocked sealed. Finch must've done that. I can't open them!"

"The vats would not withstand a direct hit with my laser," K9 suggested. "But my batteries are failing."

"Right, everypony out the back door. K9, stay with me." Ditzy, Roseluck, and Red did as they were told and galloped out of the kitchen. The Doctor began to drag the barrels into a line for K9 to shoot.

"Capacity for only one shot master," he yipped. "For maximum impact I must be directly beside the vat." The Doctor knelt beside his dog, "But you'll be caught in the blast."

"That is correct."

"I can't let you do that."

"No alternative possible master." The Doctor scratched K9's satellite ears, "Goodbye old friend."

"Goodbye Master." He smiled, "You good dog."

"Affirmative!" chirped K9, wagging his robot tail delightedly. The Doctor pet him once more then turned and ran, K9 rolled up to the oil vats and readied his laser. The Doctor slammed the kitchen doors shut behind him and sealed them.

"Where's K9?" asked Ditzy.

"We need to run," the Doctor replied, taking her hoof.

"Where is he? What have you done!" He grabbed Ditzy and pulled her with him, away from the kitchen doors.

* * *

"When you find him, eat him if you must, but bring me his brain," Finch ordered and he and all the other Krillitane, now equine, entered the kitchen. They found K9, sitting next to the vat.

"The little dog with a nasty bite, not so powerful now are you?" K9 fired once, striking all the barrels and sending oil flying all over the Krillitane who screamed and began smoking. Finch glared at K9, "You bad dog."

"Affirmative," K9 chirped. Then, the Krillitane exploded, a massive fireball that wrecked a good half of the school. The foals cheered as shreds of paper rained down on them.

"Yes!" Red cried leaping in the air.

"Did you have something to do with it?" asked Shimmer, his friend.

"Yeah, I did," Red replied proudly. Shimmer's eyes became the size of baseballs, "Oh my gosh, Red blew up the school! It was Red! She cried, dragging him into the crowd. The foals began to chant his name. But it wasn't all happy, the Doctor pulled Ditzy into a hug.

"I'm sorry about K9," he said.

"It's alright, he was just a silly metal dog," Ditzy said dismissively. But she burst into tears anyways.

* * *

Ditzy Doo flew over the park and landed not so gracefully beside the large blue box. The door opened and a stallion with wild hair looked out, "Cup of tea?" he asked. Ditzy nodded and walked inside. Her already wide gold eyes got even wider as she stepped inside, "Oh, you've redecorated." Roseluck was standing near the Captain's chair, Gear was leaning against the console.

"Do you like it?" asked the Doctor.

"Oh, I do, it's really nice. I preferred it like it was but, yeah. It's nice," Ditzy replied.

"I love it," Roseluck piped.

"Hey you, what's forty seven time twenty two?"

"No idea," Roseluck replied. "Oil's gone now, not super smarty anymore."

"Aw that's not true, you're still smart enough for him," Ditzy said, hugging Roseluck.

"You and me both, Doctor?"

"Oh, we're about to head off, but you could come with us," the Doctor offered.

"No, I can't do this anymore," Ditzy replied. "Besides, I've got a much bigger adventure ahead. Who knows what's in store for this place."

"Can I come?" asked Gear. "Not with you Ditz, but with you Doctor. I Because I'm not he tin dog, I want to see what's out there." Roseluck shook her head violently hoping he'd say no.

"Oh go on Doctor," Ditzy urged, "Ditzy Doo, Gear, you need a Pegasus on board."

"Okay then, I could do with a laugh," the Time-Pony agreed

"Roseluck is that okay?" asked Gear hopefully.

"No, great, why not?" she lied.

"Well, I'd better go," Ditzy said.

"What do I do?" whispered Roseluck. "Do I stay with him?"

"Yes, some things are worth getting your heart broken for," Ditzy whispered back. "Find me, if you need to one day, I'm here." Roseluck nodded, hugged the wall-eyed Pegasus once more, then watched as she left with the Doctor.

"It's daft, but I haven't ever thanked you for that time. And like I said, I wouldn't have missed it for the world," Ditzy replied.

"Something to tell the grandkids," the Doctor noted.

"Oh, I think it'll be somepony else's grandkids."

"Right, yes, sorry, I never got a chance to ask. You haven't- there hasn't been anypony? You know…"

"Well, there was this one stallion, I travelled with him for a while, but he was a tough act to follow," Ditzy answered, smiling. "Goodbye Doctor."

"Oh it's not goodbye-"

"Do say it, please, this time. Say it."

"Goodbye, my Derpy Hooves!" he pulled her into a big hug. The Doctor stepped back from Ditzy, gave her one more award winning smile, then trotted back inside the Tardis. Ditzy watched as it dematerialized, and gasped as she spotted something left in it's place. K9, fully repaired and a brand new shiny silver.

"K9!" she cried, the little dog rolled forward.

"Mistress," he chirped.

"But you were blown up."

"Master rebuilt me, my systems are much improved with new undetectable hyperlink facilities," the robot dog barked.

"He replaced you with a brand new model didn't he?"

"Affirmative!"

"Yeah, he does that, come on you, home. We've got work to do."

"Affirmative!"

_To be continued in the Filly in the Fireplace…_

**Me: And there! Again, he have a guest star, Princess Cadence as Madame De Pompadour.  
**

**And until then, see ya!**


	6. Episode 5, Filly in the Fireplace

Doctor Whooves

_The Filly in the Fireplace_

**As I said, we'd have another visitor coming, her name is Princes Mi Amore Cadenza, or, Cadence.**

The sounds of screams echoed through the Crystal Castle, bouncing of the porcelain walls with the sound of clattering hooves and clicking clockwork.

"We are under attack!" Shining Armor insisted, "There are creatures unlike any I've ever seen. We can't stop them! Cadence!" Princess Cadence looked back at him, her pink dress swishing against the tile.

"The clock is broken, he's coming," she insisted, pointing with her forehoof to the clock on the mantle of her fireplace.

"Did you hear what I said?"

"Listen to me, there is a stallion coming to help. He has watched over me my whole life and will not desert me tonight," Cadence explained calmly.

"What are you talking about?" demanded Shining Armor, "What stallion?"

"The only stallion, save you, I have ever loved. Don't look like that Shiny, now go on. You have your duties. Go help the others." Cadence turned from Shining Armor and knelt by the fireplace, "Are you there?" she called.

"Can you hear me? I need you now, you promised. The clock on the mantle is broken, it is time! Doctor, Doctor!"

**Jouer le thème principal!**

On a spaceship, one that was shaped like a square C, with the ends rotating up and down as it floated in space. On the center, the part that wasn't rotating, a blue box had appeared. Just, appeared there. Out of said blue box, stepped a stallion in a suit, followed by a Pegasus, followed by a mare.

"It's a spaceship!" the Pegasus, Gear, cried excitedly. "A spaceship on my first go!" It wasn't a well maintained spaceship that's for sure, parts and pieces, bits and bobs, all sorts of stuff just strewn about.

"It looks kind of abandoned, anypony on board?" called the mare, Roseluck.

"Nah, nothing here. Well, nothing dangerous. Well, not that dangerous. You know what, I'll just have a quick scan. In case there's anything dangerous," the third pony, well, the Time-Pony said.

"So what's the date?" asked Roseluck. "How far we gone?"

"About three thousand years into your future, give or take," the Doctor replied, searching through the desk layered with repair parts. He moved aside a few pipes and pressed a switch, the ceiling slid aside revealing a starry sky above.

"Fifty first century, Diagmar cluster, you're a long way from home Gear. Two and a half galaxies," the Doctor said with a smile.

"Gear, meet the universe," Roseluck introduced, showing him the sky. Gear's smile grew wider and wider, "See anything you like?"

"It's so realistic," he gasped.

"Dear me, had some cowponies in here," the Doctor mused. "Got a ton of repair work going on. Now that's odd." He checked one of the computer monitors, "And that's even stranger all warp engines working flat out. Full capacity. There's enough power to punch a hole in the universe, but we're not moving. So where's all that power going?"

"Where'd all the crew go?" asked Roseluck looking around.

"Good question," the Doctor noted, looking around. "No life readings on board except ours."

"Well we're in deep space, it's not like they just nipped out for a breath of fresh air," Roseluck said sarcastically.

"No, I checked the garden zone." He sniffed the air and gagged, "Can you smell that?" Roseluck sniffed and she began to feel sick, Gear made a face.

"That stinks, what is it?" asked Roseluck, plugging her nose.

"Smells like Downing Street after you two blew it up," Gear noted. The Doctor pushed past the reek and pressed another switch on the desk. A wall behind them slid open, revealing a fireplace. A old wooden fireplace with wooden paneled walls around it, an ornate clock on top, and a fire burning inside. The Doctor trotted forward and felt the wood, "Well there's something you don't see on your average space station. Tenth century, Canterlot, nice mantle. Not a hologram, it's not even a reproduction." He knelt down and looked through.

"This is an actual tenth century Equestrian fireplace. Double sided, there's another room through there," the Doctor continued.

"There can't be," Roseluck corrected, looking out a porthole. "That's the outer hull of the spaceship."

"Hello," the Doctor called. On the other side of the fireplace, a filly was kneeling there. She was dressed in a light pink nightgown and had her multi-colored mane tied up in a bun, her coat was a darker pink than her night gown and a small pink horn poked through her mane. She seemed strikingly familiar, but the Doctor couldn't place it.

"Hello," the filly replied nervously.

"What's your name?" asked the Doctor.

"Cadence."

"Cadence, lovely name. Can you tell me where you are at the moment Cadence?"

"In my bedroom."

"And where's your bedroom? Where do you live Cadence?"

"Canterlot of course."

"Canterlot, right!"

"Sir, what are you doing in my fireplace?" asked Cadence, smiling at the silliness of it.

"Oh, it's just a routine fire check," the Doctor lied. "Can you tell me what year it is?"

"Of course, nine hundred seventy eight," she replied.

"Right, lovely, one of my favorites," the Doctor nodded. "August is rubbish though, stay indoors. Okay, that's all for now, thanks for your help. Hope you enjoy the rest of the fire. Night!"

"Goodnight mister," Cadence said. The Doctor stood up and turned to the others.

"You said this was the fifty first century," Gear said, pointing at the fireplace.

"I also said this ship was generating enough power to punch a hole in the universe, I think we just found the hole," the Doctor explained. "Must be a spatio-temporal hyperlink…"

"What?"

"No idea, just made it up. Didn't want to say magic door."

"And on the other side of the magic door is Canterlot nine seventy eight?" asked Roseluck.

"Well, the dialogue was correct, plus the fireplace fits." The Doctor walked over to the fireplace, he tossed his coat aside.

"What're you doing Doctor?" asked Roseluck, he was running his hooves across the top of the fireplace, "Gotcha!" He pushed up on the mantle and the fireplace and the wall around it spun around into Cadence's room. It stopped when the 'magic door' had spun a full 180 degrees around, the Time-Pony stepped off it. Cadence's room was now dark, she was asleep in the large bed across the room. The Doctor walked over to the window and pushed back the curtain, it was snowing outside in Canterlot.

He closed the curtains once more and walked across the room. He heard a gasp and turned to see Cadence sitting upright in bed, her eyes wide with fear.

"It's okay," he said quickly, "Don't scream. It's me, the stallion in your fireplace. Look," he pulled out the sonic and pointed it's tip to the wick of a candle, lighting it. The room immediately became brighter, "We were talking just a moment ago, I was in your fireplace."

"Mister, that was weeks ago, months even," Cadence explained meekly.

"Really? Oh, must be a loose connection," he trotted back over to the fireplace, pocketing the screwdriver. Must remember to get somepony in."

"Who are you?" asked the filly. "and what are you doing here?" The Doctor stared at the clock on the mantle, its face was shattered, but the ticking still rang through the room loud and clear.

"Okay, now that's scary," he noted.

"You're scared of a broken clock?"

"Just a bit scared, yeah," he replied calmly. "Just a little tiny bit. Because you see, if this clock's broken, and it's the only clock in the room, then what's that?" Cadence froze, because she realized what he was implying, the phantom ticking.

"Because, you see, that's not a clock," the Doctor continued, keeping the calm voice so Cadence wouldn't panic. "You can tell be the resonance, too big, four feet I'd say. The size of a stallion."

"What is it?" whispered the scared filly. The Doctor slowly strolled over, speaking slow and calm as he did, "Now, let's think. If you were a thing that ticked, and you were hiding in somepony's bedroom, first thing you do, break the clock. Nopony notices the sound of one clock ticking right, but two?" He looked at the bed, "You might start to wonder if you were really alone. Stay there Cadence, don't move a single muscle, I'm going to take a look."

The Time-Pony knelt down beside the bed, he looked underneath. It was dark, but he could make out something, a dark shape, about the size of a head. The Doctor reached forward, but whatever it was smacked his hoof out of the way and scrambled out from under the bed. The Doctor looked in closer, he saw hooves. Four, glass hooves with golden gears inside, ticking away. Slowly, the Doctor looked over the edge of the bed.

"Cadence, don't look round," he warned, standing up. Behind the filly, was a tall stallion wearing a shimmery smile mask, a curly black hair wig, and a fancy schmancy purple suit with gold tassels and white frills.

"You, stay exactly where you are," the Doctor said crossly. He did a double take on Cadence, "Hold on, let me look," He put a hoof under Cadence's chin and tilted her head to the side, looking directly in her eyes.

"You've been scanning her brain! What, you've crossed two galaxies and thousands of years just to scan a filly's brain? What could there be in a little filly's mind worth blowing a hole in the universe?!" demanded the Doctor, standing up full height.

"I don't understand," Cadence stammered. "It wants me?" She looked back at the figure behind her; it turned its head to the side. "You want me?"

"Not yet," the thing said, voice mechanical. "You are incomplete."

"Incomplete? What's that mean incomplete?" demanded the Doctor. "You can answer her you can answer me! What do you mean incomplete?" The strange creature marched around the bed and raised a hoof towards the Doctor's face, a large golden blade with a whirling saw at the end jutted out.

"Sir! Be careful!" cried Cadence

"It's just a nightmare Cadence, don't worry about it," the Doctor lied, walking backwards, the ticking stallion following. "Everypony had nightmares." The android slashed its sword, the Time-Pony ducked under it. "Even monsters from under the bed have nightmares, don't you monster?" He galloped to the fireplace, the android followed, slashed again, and this time lodged the blade in the fireplace mantle.

"What do monsters have nightmares about?" asked Cadence. The Doctor activated the fireplace switch and as it turned around he cried: "ME!" The fireplace spun back into the spaceship.

"Doctor!" cried Roseluck. The Doctor raced past her pulling a large gun thing off the wall, he directed the nozzle at the android and activated it, spraying white powder all over the robot making it stop and freeze in place.

"Awesome, ice gun," Gear said. The Doctor tossed him the device, "Fire extinguisher.

"Where did that thing come from?" asked Roseluck, motioning with a hoof to the robot frozen at the mantle.

"Here."

"So why is it dressed like that?" asked Gear, dropping the extinguisher.

"Field trip to Canterlot, some kind of basic camouflage protocol. Nice needlework, shame about the face" the Doctor mused. He reached up and pulled off the mask, the wig coming with it, revealing a glass head with golden gears ticking inside. The Doctor's eyes widened, he pulled out his black specs and put them on.

"Oh, you are beautiful!" he cried. "No really, you are, gorgeous! Look at that, space age clockwork, I love it! I've got chills! Listen, seriously, I mean this from the heart and count them, it would be a crime to disassemble you." The Doctor pulled out his sonic screwdriver and sighed, "But that won't stop me." The clockwork pony's head twitched then it smacked its own hoof and dissolved into a flash of gold dust and vanished.

"Whoa!"

"Short range teleport, couldn't have gone far," the Doctor said angrily, whipping off his glasses. "Could still be on board."

"What is it?" asked Roseluck.

"Don't go looking for it!" the Time-Pony ordered as he climbed back up onto the fireplace.

"Where're you going?"

"Be back in a second!" he activated the fireplace and spun back into Cadence's bedroom. Roseluck rolled her eyes, then picked up the fire extinguisher in her front hooves, struggling to balance on her back hooves as she carried it.

"He said not to look for it," Gear protested.

"Yeah, he did," Roseluck said, clocking the extinguisher. Gear smirked and ran over, grabbing his own 'ice gun'. "Now you're getting it!"

* * *

"Cadence!" the Doctor called, trotting into her room. "Just checking you're okay? Hello?" He looked around, not spotting the filly anywhere.

"Ahem," said a gentle voice, the Time-Pony looked up to see a mare standing in the door. Her multi-colored blue and gold mane was tied in a ponytail, she was looking at him with a gentle smile.

"Oh, hello, uh, I was just looking for Cadence. This is still her room yes?" the Doctor asked. "I've been away, not sure how long."

"Cadence!" called a voice from outside. "We're ready to go!"

"Go on mom, I'll join you in a moment," Cadence called, looking back at the Doctor. "It is ordinary, I believe, to only have an imaginary friend when you are a foal. You are to be congratulated on your persistence."

"Cadence!" the Doctor said surprised, and just a little shocked. "Well, goodness, how you've grown."

"And you do not appear to have aged not a day," she replied, "How rude of you."

"Right, yes, sorry," the Doctor stammered. "Listen, it's been lovely catching up, but better I be off yeah? Don't want your mum finding you up here with a strange stallion, do we?"

"Strange? How can you be a stranger, I've know you since I was a filly."

"Yeah, I suppose you have… I came the quick way." Cadence reached and touched his shoulder, "You seem to be flesh and blood, abut this is absurd. You just can't be real."

"Oh, you never know, I could be."

"Cadence!" cried an impatient voice, "We're waiting!"

"A moment!" Cadence called back. She turned back to the Doctor, "So many questions, so little time." And, spur of the moment, Cadence stepped forward and kissed the Doctor on the cheek.

"Mi Amore Cadenza! Get down here right now!" She turned, and galloped off. The Doctor stood there a moment, shocked. Not only because Cadence had just kissed him but also because he'd seen a pair of wings on her back. A stallion walked past her bedroom door, he stopped and stared at the Doctor.

"Who the hell are you?" he demanded.  
"Cadenza?" the Doctor repeated, "Mi Amore Cadenza? No! no no no no no no way! Princess Mi Amore Cadenza? Preferably Princess Cadence?! Actress, Princess, musician, dancer, fantastic gardener!"

"Who are you?" the stallion in the door demanded again.

"I'm the Doctor!" he cried, activating the fireplace, "And I just got a kiss from Princess Cadence!" He laughed loudly and the fireplace spun back around.

"Roseluck! Gear!" he stopped, they were gone. Facehoof, "Every time! Every time! It's rule number one, don't wander off. I tell them, I do. Rule one, there could be anything on this ship!" The Doctor groaned but trotted off through the spaceship, maybe he'd find the others. But he stopped, there was a dog. A puppy was sitting in front of his Tardis wearing a large pink bow. Like he said, anything.

* * *

Gear tip-hoofed down the metal corridor, fire extinguisher slung across his back. He heard something, a whizzing of gears and looked up. A camera was looking down at him, in it, a purple red eye watched him curiously, blinking every so often.

"Are you looking at me?" the Pegasus asked, trying to act tough. The camera extended out of the wall in for a closer look, Gear jumped back in surprise. Roseluck trotted around a corner, "Roseluck, look at this." Roseluck walked forward next to her friend, the eye went back up into the wall. "That's an eye in there, a real eye." _Thump-a, thump-a,_ Roseluck cocked her head, listening, both ponies knelt next to the wall.

She reached forward and flipped open a hatch in the wall, they looked down a tunnel of wires and pumps. Something was connected to the wires down there, it was pink and it was moving, _thump-a, thump-a._

"What is that?" asked Gear. "What is that thing, it looks wired in."

"That's a heart Gear," Roseluck replied, forcing back bile. "That's somepony's heart."

* * *

The Doctor walked down the metal corridors of the spaceship, the puppy skipped after him, yipping and barking. The Time-Pony sighed then turned to the dog, "Will you please stop following me? I'm not your owner, please, leave me, _alone._" The dog barked again, then turned and sat down by a pair of large wooden doors.

"So this is where you came from eh doggy?" the Doctor said, pushing open the doors and stepping out into the sunlight of a park. Girlish giggles rang out from the other side of a wall next to the door. The Doctor stood on his hind hooves and looked over, Cadence was laughing on a blanket with a little purple filly.  
"Come on Cadence, tell us another story about this fireplace stallion," little Twilight Sparkle insisted.  
"That's all I have to say," Cadence replied.  
"Ok, then tell me the truth, do you like Shiny?" Cadence blushed at the mention of Shining Armor, "What? Don't be silly." Twilight jumped up, "You do you do! You like him! Cadence and Shiny sitting a tree! K-i-s-s-"  
"Twilight!" Cadence began to tickle the foal silly, until they were both laughing like crazy. Then the princess happened to look his way, he ducked, but not in time.  
"Cadence? What is it?" asked Twilight.  
"Nothing, I thought I saw somepony." Cadence turned back to the filly and they continued to play. The Doctor dropped down from his viewpoint, turned, and trotted back onto the spaceship.

* * *

"Maybe that wasn't a real heart," Gear suggested, he and Roseluck were still exploring the spaceship.  
"Course it was a heart," Roseluck replied.  
"Is this what usually happens? Is this an average day for you?" She smirked, "Life with the Doctor Gear? No more average days." They stopped, there was a large window just in the side of the ship. Inside was a room, there was a fireplace on one wall, a doorway shielded by curtains, and a window on the third wall.  
"Hey, its Canterlot again."  
"I think we're looking through a mirror." The curtains were pushed aside, a stallion walked in. He was wearing royal Armor with a purple star shaped crest, two other soldiers in gold Armor followed. He said something to them and they left. The stallion removed his helmet, revealing blue hair.  
"Who does this guy think he is?" Asked Gear.  
"Head of the royal guard," the Doctor replied, trotting up.  
"Oh, here's trouble. Where've you been?" asked Roseluck.  
"Here and there. Became the imaginary friend of a future crystal ruler, picked a fight with a clockwork pony," the puppy barked loudly. "Oh, and I met a dog."

"What's a dog doing on a spaceship?" asked Gear.

"Gear, what's present day Equestria doing on a spaceship?" retorted the Doctor. "Get some perspective. See this? Things like this all over the ship. Gateways to history, but not just any history," Cadence trotted into the room and embraced Shining Armor. "Hers. Time Windows arranged along the life of a particular mare. A spaceship from the fifty first century stalking a mare from the tenth. Why?"

"Who is she?" asked Roseluck.

"Princess Mi Amore Cadenza, Cadence preferably."

"Wait, the same Cadence who turned out to be a changeling? The one that tried to kill you?"

"No, this is the real Cadence. I think this was her very first 'date' with Shining Armor, the same night as the Grand Galloping Gala." A soldier stuck his head through the curtains and said something to Shining Armor, who nodded. He turned to Cadence, hugged her once more, and then followed the soldier out of the room. Cadence stood up and walked over to the mirror/time window, she looked into and turned, fixing her hair. But then she spotted something in the mirror, and turned around.

Another mare was in the room, wearing a large red dress and facing the wall.

"How long have you been there?" Cadence demanded. "Show yourself!" The mare turned around, revealing a grinning and rather disturbing mask and a shock of blond hair. The Doctor grabbed Gear's ice gun, pushed around the mirror, and ran into the room.

"Hello Cadence! Hasn't time flown?" he joked.

"Fireplace stallion!" He sprayed the clockwork droid, then tossed Gear his gun. The robot whirred and clicked again.

"What's it doing?" asked Gear.

"Switching back on, melting the ice," the Time-Pony replied.

"And then what?"

"Then it kills everypony in the room," he replied grimly. "Sure is eye opening yeah? Who are you? Identify yourself." The robot did nothing. "Order it to answer me."

"What?" asked a confused princess. "Why should it listen to me?"

"I don't know, it did when you were a filly, let's see if you still got it," the Doctor explained.

"Okay, Answer his question," Cadence ordered. "Answer any and all questions put to you." It clicked twice, "I am repair droid seven."

"What happened to the ship then? There was a lot of damage," the Doctor questioned.

"Ion storm, eighty two percent system failure."

"That ship hasn't moved in over a year, what's taken you so long?"

"We did not have the parts."

"Always comes down to that, doesn't it?" Gear joked. "The parts."

"What's happened to the crew?" continued the Doctor. "Where are they?"

"We did not have the parts."

"There should've been over fifty ponies on you ship, where did they go?"

"We did not have the parts."

"Fifty ponies don't just disappear. Where-" he stopped. "Oh, you didn't have the parts so you used the crew."

"The Crew?"

"We found a camera with an eye in it," Roseluck explained. "And there was a heart wired into the machinery."

"It was just doing what it was programmed to," the Doctor explained sadly. "Repairing the ship with whatever it had, nopony told it the crew wasn't on the menu. What does the deck smell like again?"

"Something disgusting."

"Flesh, plus heat, barbeque. But what are you doing here?" demanded the Doctor. "You've opened time windows, that takes colossal energy, why come here? You could've gone to a repair yard, instead you come to tenth century Equestria! Why?"

"One more part is required," repair droid seven replied, cocking its head.

"Then why haven't you taken it?"

"She is incomplete."

"What, so, that's the plan then? Just keep opening up more time windows, scanning her brain, checking to see if she's done yet?"

"Why her?" asked Roseluck. "I mean, you've got all of history, why specifically her?" The gears inside the robot whirred, "We are the same."

"We aren't the same," Cadence protested. "We are in no sense the same!"

"We are the same."

"Get out of here! Get out of here this instant!" Cadence ordered.

"No!" the droid pressed its forehoof and vanished. The Doctor groaned, "It's back on the ship. Roseluck, take Gear and Spike, get after it. Follow it, don't approach, just see what it does." Roseluck nodded and she and Gear headed for the mirror, "Wait, Spike?"

"Good name for a dog."

"NO, you're not keeping the dog."

"I let you keep Gear-"

"Oi!"

"Now go! GO!" they ran through the Time Window back onto the ship. The Doctor turned back to Cadence, who was looking more than a little flustered. He put a hoof on her shoulder, "Cadence, You're going to have to trust me. I need to find out what they're looking for. There's only one way I can do that. It won't hurt, I promise." Before she could reply, he pressed his forehead to hers, Cadence gasped.

"Fireplace stallion, you are inside my head," she said, surprised.

"Oh dear Cadence, you've had some cowponies in here."

* * *

"So, that Doctor eh?" Roseluck stopped, she looked at Gear incredulously.

"What are you talking about?"

"Well, Princess Cadence, Ditzy Do, Private Pansy-"

"Private Pansy?! He mentioned her once!"

"Yea but he called her Zi." Roseluck sighed angrily, but then gasped, "Gear! Behind you!" He turned around and got a clockwork hoof in his face. He stumbled back but the clockwork droid grabbed him anyways. Another grabbed hold of Roseluck, and though they fought fiercely, the robots injected something into them, sending them off to sleep.

* * *

It sure would be strange, having another pony walk through your mind as if it were a museum or, maybe an art gallery. That's what Cadence was wondering as the Doctor did the same to her, "You're in my memories. Walking among them."

"If there's anything you don't want me to see, just imagine a door and close it. I won't look," the Doctor explained. "Oh, actually there's a door just there, you might want to- oh, several actually."

"To walk among the memories of another pony, do you ever get used to this?" asked Cadence.

"I don't make a habit of it."

"How can you resist?"

"What age are you?"

"So rude a question so early in the conversation," she smirked. "How promising."

"No, not my question, theirs," the Doctor explained. "You're twenty three, and for some reason, that means you're not old enough." Cadence winced, "Sorry, might find old memories resurfacing, side effect."

"Oh, such a lonely childhood," she said suddenly.

"It'll pass, stay with me."

"Oh Doctor, so lonely. So very very alone," she continued.

"What do you mean lonely? You've never been alone in your life-" he broke the mind meld, stepping back in surprise. "When did you start calling me Doctor?"

"Such a lonely little colt," Princess Cadence said sympathetically. "Lonely then, and lonelier now. How can you bear it?"

"How did you do that?" he asked, shocked.

"A door, opened once, can be stepped through in either direction," she explained. Oh Doctor, my lonely Doctor, dance with me."

"I can't.

"Dance with me, please."

"This is the night you dance with Shining Armor."

"Then first I will make him jealous."

"I, can't," he insisted.

"Doctor, Doctor who? It's more than just a secret isn't it?"

"What did you see?"

"There comes a time, Time-Pony, when every little colt must learn how to dance," Cadence said. She took his hoof and dragged her with him, out of the side room and into the ballroom where the Grand Galloping Gala was in full swing.

* * *

Roseluck's head lolled to the side, smacking the metal she was strapped to with a loud _BANG!_ She snapped awake, and tried to move, but her hooves were being held down in metal clamps.

"What's going on?" she asked, "Doctor?" There were many androids of all sorts, with different colored outfits and hair for each.

"Roseluck?" called a scared Gear. "They're going to chop us up, just like the crew. They're going to cut us up and stick us all over their stupid ship! And where's the Doctor now eh? He's been gone for freaking hours!"

"You are compatible," the droid standing over her beeped.

"Well you might want to think about that," she interrupted. "You really might want to reconsider, because me and Gear, we didn't come here alone. And believe me, you wouldn't want to mess with our designated driver." The droid didn't listen, it raised a hoof over Roseluck's head, and the blade extended from under it's sleeve.

"Ever h-heard of the Daleks?" continued Roseluck, watching the blade. "Remember them? They had a name for our friend. They had myths about him, and a name. They called him the-" _crash!_ Something fell out in the hallway, with it came somepony's drunken voice singing at the top of their lungs.

"They called him the-"

"And I could fly out to any star with you! Just aaaaask!"

"They called him-" and the Oncoming Storm waltzed into the room, his tie around his head and a pair of dark sunglasses on his nose. He was trying, and failing, to balance a goblet of wine on his nose.

"And I would fly!" he finished. "Have you two ever been to the Gala? As soon as it gets late wow! What a party!

"Oh look what the cat dragged in," Roseluck said angrily, "The Oncoming Storm."

"Oh you sound just like your mother," the Doctor sneered.

"What've you been doing? Where've you been?" demanded Roseluck. The drunk Time-Pony leaned against the computer console in the center of the room, "Well, among other things, I _think_ I just invented the banana cider daiquiri a few decades early. Always take a banana to a party Roseluck, bananas are good!" He laughed out loud, stood up and waltzed over to the droid standing over Roseluck, "Brilliant, it's you! You're my favorite you are, know why?"

"Because you're thick! You're so thick, mister Thick Thick Thickity Thick Face from Thick Town Thickania, and so's your dad. Do you know why they were scanning Cadence's brain for? Her milometer! They want to know how old she is! Know why? Because this ship is thirty seven years old, and they think that when Cadence is thirty seven, when she's 'compatible', when she's 'complete', then her _brain_ will be compatible."

"So that's what your missing is it?" the Doctor asked, looking around at all the droids over his black sunglasses. "Command circuit, your computer, your ship needs a brain. And for some reason, Celestia knows why, only the brain of Princess Mi Amore Cadenza will do."

"The brain is compatible," the droid over Roseluck repeated.

"Compatible? If you believe that, you probably think this," he held up the goblet in on hoof, "is a glass of wine." He pulled the off android's wig and dumped the glass's contents into the gears of the clockwork droid. The clockwork slowed then stopped, the wine turning into sludge. The Doctor placed the wig back on it's head and patted it affectionately, tossing the goblet aside.

"Multigrain anti-oil," he replied, "If it moves, it doesn't." He reached over on the console and pushed a large lever down, deactivating all the robots, making them slump over.

"Right you two, that's enough lying about, time we got the rest of the ship turned off," he pulled out the sonic and buzzed it, making their manacles automatically open.

"Are those things safe?" asked Gear, sliding off the metal board.

"Yeah safe, safe and thick just the way I like 'em. Okay, all the time windows are controlled from here. I need to close them all down," he reached into this suit pocket, then the other, "Zeus plugs, where are my Zeus plugs? I had them a minute ago-oh. I was using them as castanets."

"Why didn't they just a open a window to when she was thirty seven?" asked Roseluck, standing beside him and looking at the computer.

"With the amount of damage to the circuits, they did well to hit the right century, all trial and error after that," he tapped a few keys, "The windows aren't closing. Why won't they close?" A bell began ringing loudly, "What's that?"

"I don't know, incoming message?"

"From who?"

"Report from the field, one of them must still be out there! That's why I can't close the windows. It's an override." There was a rapid clicking as the first droid reactivated, straightening up, the anti-oil came spitting out of one hoof.

"Well, that was a bit clever," the Doctor sneered. The Main switch moved itself to on again, the other droids stood up, "Right, many things about this are not good. Message from one of your little friends? Anything interesting?"

"She is complete," the droid explained. "It begins." All the clockwork ponies beamed out, "What's happening?" asked Roseluck.

"One of them must've found the right time window. Now it's time to send in the troops, and this time they're bringing back her head!"

* * *

Cadence sat in the music room at Canterlot palace, the day after her chaotic wedding. She yawned, but it caught in her throat when she saw a mare walk into the room.

"Cadence, please don't scream," the mare insisted. "We haven't got a lot of time, I've come with a warning. In five years, they'll be back.

"Five years?" asked the Princess, standing up.

"Some time after you thirty seventh birthday. I can't give an exact date, it's a bit random, but they're coming. It's going to happen, for me it's already happening. I'm sorry, it's hard to explain. The Doctor does this better."

"Then be exact, I will listen," Cadence insisted.

"There isn't time."

"There are five years."

"For you, I haven't got five minutes."

"Then speak swiftly."

"Okay, well, say there's a ship, made of metal and its floating in the sky. All over it, there's you. Bits of your life in different rooms all jumbled up. I told you it was complicated."

"There is a place in your world, where the days of my life are pressed together like the chapters of a book? Where one may walk among them without aging, but I have to take the slower path?" asked Cadence.

"He was right about you," Roseluck noted.

"So, in five years, these creatures will return. What can I do?"

"The Doctor said keep them talking, they're programmed to respond to you. You won't be able to stop them, but you will be able to delay them a bit."

"Until?"

"Until the Doctor can get there."

"He's coming then?"

"Yes, he promises."

"But he cannot make this promise in person?"

"He'll be there when you need him, that's the way it's got to be. Sorry." Cadence sighed, "That's the way it has always been, you cannot have one without the other."

"Tell me about it, the thing is, you weren't supposed to have either. Those creatures are messing with history, none of this was ever meant to happen."

"Meant to happen? What do you mean? It happened mare, and I wouldn't have it any other way. One may tolerate a world of monsters for a single angel."

"Roseluck! Roseluck!" called a voice. Roseluck ran back out into the hall, Cadence followed, "Roseluck!" called Gear from behind a tapestry. "The Time Window where she's thirty seven, we found it, right under our noses." Cadence walked forward, through the tapestry, Roseluck tried to stop her but she was already on the ship.

"So, this is his world," she said solemnly. Screams echoed from elsewhere in the ship, "What is that?"

"The time window, the Doctor fixed an audio link," Gear explained.

"Those screams, is that my future?"

"Yeah," Roseluck replied, "I'm sorry."

"Then I must take the slower path," Cadence replied.

_"Are you there? Can you hear me? I need you now. You promised. The clock on the mantel is broken. It is time,"_ cried Cadence's voice.

"That's my voice…"

"Roseluck, come on, we've got to go-"

"Give us a moment." Gear nodded, then galloped off to help the Doctor. Roseluck put a hoof on Cadence's shoulder, "You alright?"

"No, I'm very afraid. But you and I both know, don't we, Roseluck, the Doctor is worth the monsters." Then the princess turned and walked back through the tapestry, leaving Roseluck in the spaceship with screams and blaring alarms.

* * *

A clockwork stallion followed by to others entered the chamber, Shining Armor stood in front of Cadence, ready to defend.

"You are complete," the lead droid said, "You will come."

"Doctor!" cried Cadence.

"We must go," Shining insisted, "No pony is coming to help." Cadence nodded, then stood slowly. She walked towards the droids, and left with them. A fourth grabbed Shining Armor and dragged him too.

* * *

"You found it then?" asked Roseluck, galloping back into the computer room, one wall had been replaced by a large glass mirror, inside it was a ballroom of Crystal, the ponies within were being terrorized by the clockwork droids. (I like typing clockwork.)

"They knew I was coming, sealed it off," the Doctor explained, rushing about to try and fix it.

* * *

"Where are we going?" asked Cadence as the androids dragged her along.

"The teleport has limited range. We must have proximity to the time portal," it explained monotonously.

"You words mean nothing, you are nothing," snapped the princess.

* * *

"I don't get it, how did they got in there?" asked Roseluck, watching the ballroom.

"They teleported," the Time-Pony replied, working at the controls. "You saw them, as long as the ship and the ballroom are linked, their short range teleports will do the trick."

"Well, we'll go in the Tardis!" she suggested.

"We can't use the Tardis, we're part of events now."

"Well, can't we just smash through?" suggested Gear.

"Hyperplex this side, plate glass the other, we need a train," he explained.

"We don't have a train."

"I know we don't have a train!"

"Well we've got to try something," Roseluck insisted.

"No, smash the glass, smash the time window, there'd be no way back."

"_Can everypony calm down, please?"_ asked Cadence, walking into the ballroom on screen.

* * *

"Such a commotion, such wild noise, kindly remember who we are," she said, standing proud and tall between the droids. "We are the Crystal Empire, this is the Royal Court, and we are Equestrians. I have made my decision," she turned to the droids. "And my decision is no. I have seen your world and I have no desire to set hoof their again."

"We do not require your hooves," the leader droid said. Two of them grabbed Cadence and pushed her to the ground, holding their blades at her throat.

"You think I fear you," she said, "But I don't, even now. You are simply nightmares, a foal's nightmares. The monster in my closet. And if my nightmares can return to plague me, then rest assure, so will yours." Somewhere, there was a battle cry, eyes turned to the mirror above the fireplace. The glass shattered as a stallion charged through it, wearing a soldier's helmet. He landed without fault, skidding along the ground, surrounded by shards of mirror. The Doctor pulled off his helmet and tossed it aside, shaking glass bits out of his mane.

"Princess Cadence, you look younger everyday," he said happily.

"What's going on?!" cried Shining Armor.

"Oh, this is Prince Shining Armor, prince of the Crystal Kingdom and my husband," Cadence introduce.

"Yeah?" the Doctor said, "Well, I'm a Lord of Time, (not by name mind you) and I'm here to fix a clock." He walked up to the droid in the purple outfit and pulled off the wig, it put it's blade to his throat, "Forget it. It's over, for you and me." He looked up and where the mirror was, no longer was it a portal to the fifty first century, but a brick wall instead.

"Talk about seven years bad luck, try three thousand."

* * *

"What happened?" asked Gear. "Where did the time window go? How's he going to get back?" Roseluck stared at the broken glass, she fought back tears, but one still made it's way down her cheek.

* * *

"The link with the ship is broken," the Doctor said. "No way back. You don't have the parts. How many ticks are left in that clockwork heart of yours? A day? An hour? It's over, accept that. I'm not winding you up." Slowly, the androids wound down. One of them fell back, it's fragile glass head shattering and sending clockwork tumbling across the ground.

"You alright?" the Doctor asked, helping Princess Cadence to her hooves.

"Yes, what happened to them?" she asked, looking around at the broken clockwork ponies.

"They've stopped, no purpose now."

* * *

Hours later, the stranded Time-Pony stared up at the stars on the balcony outside of Cadence's room. A half-full glass of cider beside him and a pair of heavy hearts. There was a sound of walking hooves as Cadence stepped out and joined him.

"You know all their names don't you?" she asked, sitting next to him. "I saw that in your mind, the name of every star."

"What's in a name? Names are just titles," the Doctor said. "Titles don't tell you anything."

"Like the Doctor."

"Like Princess Cadence," they both chuckled weakly.

"I have often wished to see those stars a little closer, like you," cadence said with a smile.

"From time to time."

"In saving me, you trapped yourself, did you know that would happen?"

"Pretty much."

"Yet you still came."

"Yeah I did, didn't I? Won't catch me doing that again."

"There were many doors from my world to yours, is there not another you could use?"

"When the mirror broke, the shock would've severed all the others. There'll be a few more torn tapestries and broken windows, sorry. I'll-I'll pay for the damages. Oh, that's a thought, I'm going to need money. Where would I get money?" Cadence laughed, "So here you are, my lonely angel, stuck on the slow path with me."

"Yep, the slow path." The Doctor picked up his cider glass, "Here's to the slow path," they clinked glasses.

"It's a pity, I think I would've enjoyed the slow path," Cadence said.

"Well, I'm not going anywhere."

"Oh, aren't you? Come on, there's something I have to show you." She took his hoof, pulled him onto his hooves, and they walked into her room. Where an ornate fireplace with a broken clock on the mantle was sitting against the wall.

"It's not a copy," she explained. "It's the original, I had it moved here in case. In case you came back." The Doctor walked up to it and traced the swirls with a hoof, "The fireplace from your room. When did you do this?"

"A few years ago," she explained. "It was a door once, I hoped it could be one again. One never knows when they'd need a Doctor. Do you think it'll still work?"

"You broke the bond with the ship when you moved it, which means it was offline when the mirror broke. That's what saved it. But the link is basically physical, and it's still physically here. Which might just mean, if I'm lucky. If I'm very, very, very, very, very, very lucky." He tapped the mantle, tapped it again, then cried out happily.

"What?" asked Cadence.

"Loose connection!" he exclaimed, hopping up, "Need to get somepony in." He activated it, "Wish me luck!" the fireplace rotated around, back onto the ship. He knelt down and looked through, Cadence did the same, "Princess Cadence! Still want to see those stars?"

"More than anything," she replied.

"Give me two minutes, pack a bag," he ordered.

"Am I going somewhere?"

"Go to a window, pick a star, any star." He turned from the fireplace and ran back into the ship. Roseluck and gear were both sitting by the Tardis, asleep. But when they heard his footsteps, they immediately woke up. Roseluck tackle hugged him as soon as he entered the room.

"How long did you wait?" he asked.

"Five and a half hours," she replied, smiling like crazy.

"Great, always wait five and a half hours," he said shaking Gear's hoof.

"Where've you been?" asked Roseluck.

"Explain later, get into the Tardis, be with you in a sec." he grabbed his coat off the computer console and ran back to the fireplace, spinning around once again.

"Cadence?" he called. But instead, he found Shining Armor, in the empty room, staring out the window.

"You just missed her," he said. "She'll be in Prance by six."

"Oh." Shining looked over at him and smirked, "Cadence was right, she said you never looked a day older. So many years since I saw you last, but not a day on you." Shining Armor pulled a letter out of his pocket and handed it to the Doctor. "She still speaks of you often, wishes you'd visit again. You know how mares are." He looked back out the window at the carriage tumbling along the road, "There she goes, she'll be back in only a few days, only to leave again. Things have gotten so busy in these last years. So busy for both of us, rushing all over the kingdom. She's always is working so hard, what does the letter say?"

The Doctor slipped it into his suit jacket pocket, "Ah yes, of course. It was good to see you once more Doctor, I will tell her of your visit." The Time-Pony nodded, then turned, and trotted back to the fireplace.

* * *

He walked back into the Tardis, the others were still there, waiting.

"Why her?" asked Roseluck. "Why did they think they could repair the ship with the head of Princess Cadence?"

"We'll probably never know," the Doctor replied. "There was massive damage to the memory banks, it probably got confused. The Tardis will close down the time windows now that the droids are gone. Should keep them from causing any trouble."

"Doctor? You okay?" He looked up at her, "I'm always alright? Why do you ask?"

"Come on Roseluck," Gear said, "It's time you showed me the rest of this place." Gear and Roseluck walked off, and when they were gone, the Doctor pulled out Cadence's letter.

_My dear Doctor,_

_ The path seems to keep going for me, and I can't seem to find any extra time. Ever. Reason tells me we are unlikely to meet again, it has been years since I have seen you, like before but this time has been longer than ever before. I miss you Doctor, please visit again, but if I cannot find time, please forgive me._

_ I hope to see you soon my lonely angel._

The fireplace was on the Tardis scanner. The Doctor looked at it, smiled, and pressed one of the buttons on the Tardis console, watching the flames die in the fireplace.

* * *

But why had the repair droids gone after Cadence? Sure she's important, but why her? None of the time travellers knew it, but the ship they'd just left was named the S.S. Cadence. A ship named after the greatest ruler of the Crystal Empire.

No wonder.

_To be continued in Rise of the Cyberponies…_

**Me: School is really starting to bite down on my writing, I might start posting later and later. Maybe start doing it every two weeks instead of one. But it's not set in stone yet. If I keep falling behind, I'll tell you and that's what'll happen.**

**But, elsewords, I know I've complained about somebody insisting I should write Doomsday a certain way, well here's what I say, I'm going to write that as a mini special at the end of series 2.  
**

**Cheezits I ramble a lot, sorry and see you next time!**


	7. Episode 6, Rise of the Cyberponies

Doctor Whooves

_Rise of the Cyberponies_

**Que the cyberponies, I haven't watched this episode many times, but I love it. What's not to like? Explosions, monsters, suspense, humor, all the goods. **

The scientist pressed a button on the large C shaped control panel, the lights at the other end light up bright white revealing a bulky, but definitely equine, figure.

"The prototype has passed every test sir," the scientist, Periodic, explained.

"I hardly think working is the correct word," his boss said. His boss was a small stallion, shrunken by illness and age, his colors faded and body weak. His cutie mark was hidden, but it was a C shape. Like the clamp of a machine. His name was Cybus, creator of Cybus Industries, the greatest company in Equestria, hell, greatest on Gaia! His electric wheelchair drove forward to his specimen.

"That would apply only to machines," he continued, voice hoarse and gruff.

"I'm sorry," Periodic apologized, fiddling with the twin Cybus Industries earphone device in his ear. "I should say, it's alive!"

"Can it hear me?" asked Cybus.

"It might still be in shock, bear in mind the brain had been welded to the exsoskeleton."

"Skin of metal, and a body that will never age or die. I envy it." He looked up to its metal eyes, "Do you know me? Answer. Do you know who I am?" It was silent for a moment, and when it spoke, it's voice was like a monotone of that which the Daleks used.

"You are Cybus Steel," it said, the place where its mouth would be, should be, lighting up blue with each syllable.

"My foal," he said, "Mark this day Doctor Periodic, we are blessed."

"Well, it's technically not quite over yet sir. We need Celestia's approval. Technical, this is a new form of life, and that contravenes the Bio-convention. They need to ratify this," the scientist explained.

"And they will refuse me," Cybus insisted.

"Nonethless, we need to tell them."

"And if I don't?"

"Well then, I'm sorry sir, but it's my duty. I shall have to inform them." Cybus smiled ever so slightly, "And how will you do that from beyond the grave?"

"I don't quite understand," Periodic stammered. Cybus looked up at his creation, "Kill him." The creature put one hoof onto Periodic's shoulder, and pulsed electricity through him, frying his insides and killing him. Cybus pressed a button on his wheelchair arm, "Captain?"

"_Yes sir?_" replied the captain of Cybus Steel's personal airship which was currently flying over the ocean.

"Inform all staff, we have a new destination. Set sail for Hoofdon!"

**Doweoo! Do-do-do! Oh, was I doing that aloud?**

"And that weird short thing with the huge eyes? Do you remember? The way she looked at you! And then she opens her mouth and fwa! Fire comes out!" the Doctor cried, holding his sides with laughter.

"I thought I was going to get fried!" Roseluck replied, also laughing like crazy.

"Yeah, one minute she's standing there, just watching us, the next minute roar! Fire storm!"

"Yeah, where was that then?" asked Gear, watching from next to the Tardis console. "What happened?"

"Oh, it was on this uh, planet thing, asteroid. It's a long story, you had to be there," the Doctor looked at Gear queerly, "What're you doing that for?" Gear glanced at the lever he was holding down, "Because you told me to."

"When was that?"

"About half an hour ago."

"Um, you can let go now." Gear released the lever, letting it pop back up.

"How long's it been since I could've stopped?" he demanded.

"Ten minutes?" the Doctor offered. "Twenty?... Twenty nine?"

"You just forgot me!"

"No no no! I was just, j-just calibrating. I was just, no, I know exactly what I'm doing." And then the Tardis console exploded, sending sparks falling down over all of them and throwing them about as it started to rock and crash about. The Doctor grabbed for the console, latching on and pulling the monitor over, his eyes widened in shock.

"The time vortex is gone!" he cried. "That's impossible! It's just, just, just gone! Brace yourself, we're going to crash!" The swaying Tardis came to a sudden stop, throwing them into the air and sending them crashing onto the metal ground with a painful _thud! _The Tardis darkened, barely lit by some unknown light, assorted airplane variety gasmasks dangled from the ceiling, swaying back and forth.

"Ow, everypony okay?" called the Doctor. "Roseluck? Gear?"

"I'm fine!" Gear cried.

"Clear!" called Roseluck before slumping to the ground tiredly. The Last time-Pony stood up and looked at his Tardis, now dark and still, silent.

"She's dead," he whispered. "The Tardis is dead."

"Can you fix it?" asked Roseluck.

"There's nothing to fix," he mumbled. "She's perished, gone, dead. The last Tardis in the universe, extinct."

"We can get help yeah?" Roseluck said hopefully.

"From where?"

"Well, we've landed, we've got to be somewhere," she insisted. The Doctor looked over at her, his eyes sad and serious, "We fell out of the vortex, through the void, into nothingness. We're in some sort of no place, the void, the silent realm." He glanced at the door, "The lost dimension."

"Otherwise known as Hoofdon," Gear said cheerfully, the door wide open and sunlight pouring in. "WHAT?!" the Doctor grabbed his coat, Roseluck hopped onto her hooves, and they followed Gear outside.

"Hoofdon, Equestria," Gear stated somewhat triumphantly. Sure enough, they were parked next to the Thames in the middle of the city, green, bright, and the usual hustle bustle. He picked up a newspaper that was lying on the ground, slightly tattered. "First of February, this year. Not exactly a no place, is it?"

"So this is Hoofdon?" The Doctor asked, a little mockingly.

"Yep."

"Your city?"

"That's the one!"

"Just as we left it?"

"Exactly."

"Including the hot air balloons?" Gear looked very confused.

"Excuse me?" he asked. About then, a jet-black hot air balloon passed overhead. Gear flew up and saw that the entire city's sky was covered in them. Roseluck burst into laughter, "That's beautiful."

"Um, Hoofdon with a big, international hot air balloon festival?" Gear asked hopefully, landing down beside them. The Doctor shook his head.

"This is not your world," he reported.

"But if the date's the same," Gear mused. "Then it must be parallel, right? A parallel Hoofdon with lots of hot air balloons all over, am I right?" The Doctor simply nodded, while Roseluck looked incredibly bewildered. "A parallel Hoofdon where..."

"Oh, you know, like on films!" Gear explained. "It's like our world, but different. Like, Cloudsdale hosted the 990 Equestrian Olympics, or Twilight Sparkle never became a Princess, or..."

"He's still alive," Roseluck muttered, pointing her hoof toward a poster behind the trio. A poster advertising a drink called Vitex, with a spokespony advertising it. Gear let out an audible gasp as he realized who the spokespony was; Lucky Clover, Roseluck's father. He was wearing a black suit and a pair of silver ear pods, but he looked almost exactly the same.

"A parallel world an' my dad's still alive," Roseluck mumbled, looking at it.

"Don't look at it Roseluck," the Doctor warned. "Don't even think about it, this isn't your world!"

"But he's my dad," she insisted, walking up to it. She touched the paper, it shimmered and came to life, Clover winked at her, _"Trust me on this."_

"Well that's weird, but he's real," Roseluck said happily.

"_Trust me on this!_"

"He's a success," she continued, "He was always planning these daft little schemes. Health food, drinks and stuff. Everypony said they were useless. But he did it!" The Doctor moved between her and the poster, he put a hoof on her shoulder, "Roseluck, if you've ever trusted me, then listen to me now. Stop looking at it. Your father's dead, he died when you were a year old. That is not your Lucky Clover. That is a Clover. For all we know, he's got his own Lilly-luck, his own Roseluck, his own daughter who is somepony else, but not you. You can't see him, not ever, I'm sorry."

* * *

Lucky Clover strolled up the gravel path to his mansion of a house, with white walls and columns and massive skylights. He walked up to the door, hiding the flowers he'd brought in his saddle bags, and knocked on the door. One of his many servants opened the door and bade him enter. Servants were busy in the foyer, hanging streamers and setting up flower vases.

"Hello?" he called, "Lilly? It's me!"

"Oh, there he is! Accident Prone!" Lilly-Luck snapped, trotting down the stairs. Her hair was done up in a fancy bun on top of her head and she was wearing a long mahogany dress and sparkly diamond studded earpieces. "Was this your idea? Don't deny it, it's got your hoofprints all over it. 'Trust me on this!' Oh I can trust you alright, trust you to fudge it!"

"What have I done now?" he asked, confused.

"Have a look!" Lilly stormed into the other room, Clover followed, she pointed up at the sign being hung. It said: Happy 40th Birthday Lilly!

"What's wrong with that?" asked Lucky Clover.

"Forty! It says forty!" she protested.

"But, you are forty…"

"Well I don't want the whole world knowing do I?"

"You're having a party tonight."

"My thirty ninth," she said, annunciating each syllable so he could understand. "My official biography states that I was born the same day as Octavia Melody. She is thirty nine so that makes me thirty nine, understand?!" she didn't wait for a reply. "Right, you don't, Roseluck!" she turned and left the room. Clover rolled his eyes and followed.

"Come here Roseluck!" she called again. Clover pulled out the flowers and offered them to her, "These are from the others at the office, happy birthday."

"I've got hoof sculpted arrangements from Violet De Lune and your secretary stopped off at a garage? I don't think so. And if you're giving gifts, where's my airship? Everypony else has got one." She looked back up the stairs and hollered again, "Roseluck! Come on Roseluck! You didn't notice did you?" Clover shook his head. She pointed at her studded earpieces.

"Special delivery, got sent round earlier. Birthday present from Mr. Cybus. Latest model, diamond studded, can pick up signals from the Crystal kingdom!"

"W-why would you want to pick up signals from the Crystal Kingdom?"

"Well I don't know, now I can find out. Roseluck! For Celestia's sake where is she? Oh she needs a good bath before tonight." Lilly-Luck squeed in delight as a little dog came padding down the stairs, "Roseluck! Come to mummy," she scooped up the dog and nuzzled her. Clover's phone rang out, he pressed one of the earpieces to answer it.

"Ah! Mister Cybus, Lilly was just saying thank you," he said cheerfully. "That's very kind of you."

"_Those ear pods are hoof-made. Tell her to take care," _Cybus's gravelly voice replied.

"Course I will, of course. I don't suppose you'd be joining us tonight for the party? We'd be very honored."

"_The world can party below. Some of us have work to do. My plans have advance Clover, Princess Celestia has promised a decision. I'm flying in now. We'll be at the airstrip by five o'clock."_

"Right, it's just that, I promised I'd help my wife out tonight."

_"If the Princess of Day and Equestria can make it, so can you._ _Five o'clock mister Lucky Clover-"_

* * *

"Famous day!" Cybus removed the oxygen mask that doubled as a microphone from his muzzle and pushed it aside. He looked up at the large computer screen.

"Voice print access, Cybus, initiate ear pod override," he ordered. The screen lit up, "Subject, Lilly-Luck."

* * *

Lilly dusted the brush once more, bringing it up to powder her face, but she stopped. Her face went blank and her eyes vacant. Out of the ear pods came a pair of metal rods. They curved out of the pods, rose up above her head, curved once more, and connected together. Unbeknownst to her, back on Cybus's airship, he was draining information from her mind. Security arrangements, passwords, encryptions, services, secrets.

And when he'd finally gotten what he wanted, the rods retracted back into the pods, and Lilly woke up, she remembered nothing and kept readying for the party.

* * *

"Thank you miss Luck," Cybus said with a smile. "Activate picture link, Mister Krane?"

"_Mister Cybus?" _asked the scientist, appearing on the computer screen.

"Events are moving faster than expected, I need extra… staff," he explained.

"_Very good sir, me and the others shall go on a recruitment run. How many do need?_"

"As many as you can get."

* * *

"I told you to keep an eye on her!" the Doctor groaned, Gear had trotted back into the Tardis without Roseluck.

"She's alright," Gear replied.

"She goes wandering off, parallel world, it's like a gingerbread house. All those temptations calling out," he rambled, trying another switch on the console. Nothing.

"Oh, so it's just Roseluck then? Nothing out there to tempt me?" Gear asked incredulously.

"Well, I don't know, I can't worry about everything," the flustered Time-Pony said. If I could just get this thing to-" he kicked the Tardis console with one hoof angrily.

"Did that help?" asked Gear, smirking despite himself.

"Yes," the Doctor replied.

"Did that hurt?"

"Yes," he rubbed his hoof, muttering something about a bruise and not being able to run.

* * *

Roseluck leaned back against the concrete bench, warm sunlight making her jacket uncomfortable. The airships and hot air balloons soared over head, floating about like colorful bubbles. She stared up at them, thinking about all of it. Her dad- alive, a visit- impossible, her- stranded in an alternate dimension with a broken dimensionally altered box, a restless Time-Pony, and her old boyfriend. A sudden beeping noise snapped her out of the trance, she pulled out her mobile.

A message was plastered across the front, "Cybus Network- Welcome! Free Trial Period." Roseluck looked around, cautiously, before pressing okay. It flipped to a news channel where she caught a newspony mid-sentence.

"-it's good news for Hoofdon as Sir Cybus returns to his home country. Cybus, the inventor of high content metal, has denied all allegations of ill health."

"_We're all flesh and blood,_" a gravelly voice said, made worse by the sound of static, "_but it is the brain that makes us Equestrians. And my mind is more creative than ever._"

"With shares in Cybus Industries doubling in price. Mister Cybus-" the sound was drowned out by an airship's rotors buzzing overhead. "-In other words, the Torchwood institute published a study claiming that aliens are actually living beneath the city!"

* * *

"We're not meant to be here," the Doctor complained, still rubbing his now bruised hoof. "The Tardis draws energy from the universe, but it's the wrong universe. Like, liiiiike," he thought for a moment. "Moonlight on solar panels."

"But I've seen it in comics," Gear said, sitting next to him, "Ponies go hopping between realities all the time. It's easy."

"Not in the real world," the Doctor replied. "It used to be easy. When the Time-Ponies kept an eye on everything, you could hop between realities, home in time for tea. Then they died, taking it all with them. The walls of reality closed, the worlds were sealed. Everything became a bit less kind. And I rather liked this one universe, such amazing creatures with so much intelligence. No magic though…"

"Doctor, hey, if that's the case, how'd we get here?" pressed Gear.

"Don't know, accident? Should've been impossible. Now, we're trapped." He slumped to the ground, head resting on the metal. He looked down into the mechanic workings of the Tardis, and there was a tiny little green light.

"What's that?" he asked.

"What?" asked Gear.

"That, there," the Doctor pointed. "Is that a reflection? It's a light!" He jumped back onto his hooves and pried off the floor paneling, opening it up. "Is it?" he leaned in. "Is that a light? I think that's a light! That's all we need!" He hugged Gear, "Gear we've got power! Ha ha yes!"

* * *

Behind one of the many large buildings used for government, a bunch of bedraggled and homeless ponies were living there in little shelters. It might've been unusual to some ponies, but to the ones of this dimension, it was totally normal. What wasn't normal, was the large black cloth covered wagon that was being hauled up. One of the ponies detached from the harness, he was wearing earbuds and a large black coat.

"Gentle-colts!" he called, "Gentle-colts! I beg your attention for a moment. Hearth's Warming Eve has come early, so come and get it!" a wooden ramp lowered down from the back of the wagon, sweet smells drifted out.

"Smell that?" he continued. "Pies, pastries, fruits of all sorts, and hot sweet tea. All for free!" there was a whoop of happiness and multiple ponies rushed forward, clambering inside. One mare started to go, but a stallion held her back.

"Don't go," he warned.

"But there's food!" she protested.

"He's lying," the stallion insisted.

"Easy for you to say," the mare scoffed. "When did you last starve?"

"All those ponies disappearing off the streets, it's been going on for months. It's them, they're taking you away."

"What for?"

"Experiments."

"No, I'm so hungry," she tore out of his grip and race into the wagon.

"Thatta girl," the scientist said. But his false smile vanished when she and four others were inside. "Take them away." The wagon closed, becoming a box, screams tore their way out from inside. The scientist reattached himself to the harness, and they left. Unaware that they had been caught on camera, by the same stallion who knew not to go.

He had been hiding behind one of the makeshift shelters, camera lenses just barely peaking over the top. This stallion was Steam Fury, a rebel I guess you could say. He wore black clothes, no ear pods, his hair was short, spiky, and also black, his coat was a cloudy grey, and his cutie-mark, a pistol.

Steam was completely against Cybus industries, him and his pals, Mouse and Cogs, worked to bring it down. Staging attacks, getting secret footage, and trying to beat down Cybus insdustries without getting caught.

* * *

"It's alive!" the Doctor cried, climbing down beneath the console under the wires and controls.

"What is it?" asked Gear. The Doctor reached for the light, "It's nothing. Tiny, one of those insignificant little power cells that nopony ever bothers with, and it's clinging to life! With one little ounce of reality tucked inside." He crawled back out, a tiny glowing turquoise gem cradled in his hooves.

"Is it enough to get us home?" asked Gear, looking at the little thing.

"Not yet," the Doctor replied, smiling, "I need to charge it up."

"We could go outside and hook it up to the power grid."

"Wrong sort of energy, it's got to come from our universe," the Doctor explained.

"But we don't have anything."

"There's me," he took a deep breath and blew gently on the stone, it lit up brighter and began to flash.

"I just gave away ten years of my life, worth ever second," the Time-Pony explained, pocketing the gem.

"It's flashing out though, is that okay?"

"It's on a recharge cycle. It'll loop around, power back up and be ready to take us home in," he thought for a moment, "Twenty four hours?"

"So that gives us twenty four hours in a parallel world?" Gear said excitedly.

"Shore leave," he said with a shrug, standing up and pulling off his coat. "As long as we keep our heads down, easy, no problem. Let's go tell Roseluck." They trotted out of the Tardis and found her, still sitting on that bench staring up at the sky.

"There you are!" the Doctor called, she glanced over at them "You alright?" she nodded slowly. Both stallions sat down on either side, the Doctor pulled out his gemstone. "No applause, I fixed it. Twenty four hours, then we're flying back to reality. What's that?" Roseluck held up the mobile, "My phone connected. There's this Cybus Network, it finds your phone. Gave me internet access."

"Roseluck, whatever it says, this is the wrong world."

"I don't exist." He stopped, "What?"

"There's no Roseluck," she repeated. "I was never born. There's Lucky Clover, my dad, and Lilly-Luck. He still married mum but they never had foals."

"Give me the phone."

"They're rich," she continued, oblivious. "They've got a house, fancy coaches, everything they could ever want. But they haven't got me." Roseluck nodded, and climbed off the bench, "I've got to see him."

"You can't," the Doctor said sternly, following her.

"I just want to see him!"

"I can't let you!"

"You just said we've got twenty four hours!"

"You can't become their daughter, that's not the way it works. Gear, tell her," he turned to the pegasus for help.

"Twenty four hours yeah?" he replied, hovering into the air.

"Where're you going?"

"Well, I can do what I want."

"I've got the address and everything," Roseluck insisted, walking away.

"Stay where you are, both of you," ordered the Doctor. "Roseluck! Come back her! Gear come on!"

"I just want to see him."

"I've got things I'd like to see as well."

"Like what?"

"Well, you don't know anything about me, do you? It's always about Rose. I'm just a spare part."

"I'm sorry, I've got to go!" Roseluck cried, turning and running off.

"Go on then," Gear said, a bit angrily, "There's no choice is there? You can only chase after one of us. It's never going to be me, is it?" The Doctor looked between the two of them before groaning and turning to follow Roseluck, "Back here, twenty four hours!" Gear nodded as the Time-Pony galloped off, "Yeah, if I haven't found something better."

* * *

In the center of the city, next to a massive massive factory, a large zeppelin was landing. It had a large symbol on the side, the clamp like C shape. On the airstrip beneath, Lucky Clover was shielding his eyes from the large amount of wind from the ship's turbines. Beside him, a royal coach landed, carrying the sole princess of Equestria, Princess Celestia. (No Luna in this world.)

She stepped of the carriage, Clover bowed to the princess.

"Hello again Clover," she said kindly. "What is so important that it couldn't wait until tonight?"

"Miss Celestia, honored. I've got the fast track program," he explained. "Cybus Industries bought up my company so I'm part of them now."

"I see. I've tried your drink, tastes like sodapop."

"Well, it is pop."

"You made money selling healthy food drinks to a sick world," Celestia said. "Not such the average pony we thought you were." She looked up at the air ship above them. "He does like to keep us waiting. But tell me, you've had the opportunity to observe Cubist more than most. What is your opinion?"

Lucky Clover thought for a moment, "Clever, very clever. Brilliant even."

"What about, mad?"

"No, I don't think I could use that word to describe him." A metal ladder began to descend from a hatch in the zeppelin. And together, buissnesspony and princess, they boarded the air ship.

* * *

Gear trotted down the semi-paved road, he'd come this way lots of times before in his own universe. It just never looked so... old. The houses were small the the roads dusty. But it looked like a nice enough neighborhood, without the armed soldiers in front.

"Am I allowed to go in?" He asked the soldier.

"Of course mate, curfew isn't till ten," the soldier answered, pushing open the barricade behind him.

"There's a curfew?" Gear said, surprised.

"Yeah, always has been. Where you been living, up there with the tofs?" He pointed up at the balloons.

"I wish," Gear replied, trotting past. "See ya!"

* * *

In town, there were armed guards their too. The Doctor had finally caught up to Roseluck, then he asked what Gear might want to see in the parallel world. Roseluck's reply was: "His grandmother. He was pretty much raised by her, and when she died, he got so upset. He just wanted to be left alone for weeks. She was the nicest grandma id ever met, she used to slap Gear when he did something wrong. It's been about five years since she died..."

"I never knew," the Doctor said.

"You never asked."

"You never said."

"I guess that's just Gear then, we take him for granted," Roseluck sighed, her ears drooping. "Do you think his gran's still alive here?"

"Could be. Like I said, gingerbread house." There was a very loud ring and suddenly, everything around them stopped. All the ponies froze in place, their faces going blank and their earpods flashed blue.

"What's going on?" Asked Roseluck.

"They've all stopped," the Doctor replied. He trotted up to one of them, noticing the earpods. "It's the earpieces," he said in surprise. "Like bluehoof attachments accept everypony's connected." Roseluck's phone beep-beeped.

"It's on here too!" She called pulling it out. "It's downloading, is this what their getting? News, weather, sports,"

"They get it direct, downloaded right into their heads."

"Everypony gets the same information," the Doctor continued, looking at another set of ear pods. "The daily download published by Cybus industries."

"Lottery numbers, gossip, and... Joke?" A ripple of laughter went through the crowd, before they returned to business. The Doctor walked back over to his friend. He took her cellphone and checked it himself.

"You lot, you're obsessed! You'll do anything for the latest upgrade!" the Doctor said.

"Oi! Different world remember? We're not the same," Roseluck reminded him.

"Oh you're not so far off, remember this is only parallel." he typed something in on the phone. "Oh look at that, Cybus Industries owns practically everything, including Vitex, Mister Lucky Clover is very well connected." He glanced over at Roseluck, she was looking back at him with a hopeful smile on her face.

"Oh fine we'll go see him!"

"YES!"

* * *

Gear trotted up to one of the old houses, a two story squished style house with no front yard and dirty windows. He knocked on the door with one hoof, nervous about what he was doing.

"Who's that there?" the voice of an old mare cried. The door opened slowly, revealing a turquoise blue mare with snowy white hair, and a white cane.

"Who is it then?" she demanded. "Shame on you tricking an old pony, I've got nothing worth stealing. And don't think I'm going to disappear! You're not taking me!" Gear smiled, "Hi." the old pony stopped.

"Is that you?" she asked.

"Yeah, it's me. I'm home."

"Cogs?"

"It's Gear-"

"I know my own grandson's name!" she snapped. "Now come here," they hugged.

"Okay I'm Cogs, course I am. Cogs that's me!" He stepped back from his grandmother, and she promptly slapped him. "OW!"

"You stupid colt! Where have you been?" She demanded.

"Ow, hey stop hitting me!" Gear said, rubbing his cheek.

"It's been weeks! I keep hearing these stories, ponies disappearing off the street! There's nothing on the downloads about these, whispers. I was worried they'd gone and taken you." Gear looked past his grandmother and into her flat, part of the carpet on the stairs was torn.

"The carpet on the stairs, I told you to get it fixed. You're going to fall and break your neck," he warned.

"Why don't you get it fixed for me?" She asked.

"I should have done it way back. I guess I'm just kind of useless."

"Now, I never said that."

"I am though. And I'm sorry Gran, I'm so sorry."

"Don't talk like that. you know what you need? A nice sit down and a cup of tea. You got time?"

"I got all the time in the world for you," he replied.

"You say that, but they're just words," his grandma scoffed. "It's your new friends, I don't trust them."

"What friends would those be?" asked a confused pegasus.

"Don't pretend you don't know. You've been seeing them, missus Diamond told me. Running all about and causing trouble."

"Who are they?" asked Gear, unaware both of them were galloping down the streets toward him.

"You know full well, don't play games with me," the grandmother said. Gear was about to reply when the two other ponies grabbed him and kept shoving him onwards, "Cogs! Move!" But he did as he was told, leaving his blind grandmother calling his name from the doorway.

"Cogs! You were the one who said we should never visit our families!" the stallion protested. "It puts them in danger!"

"Cogs said that. I said that, okay, just checking." The other stallion looked confused for a moment, he and the other pony pulled Gear into an alley. Do you remember from earlier, the stallion Steam Fury who didn't get on the trucks when all the homeless were? Well he's back, and he's got his partner Mrs. Mouse as she preferred to be called.

"I saw them, I taped them," he said proudly. "They were going round the Blackfires rounding up the homeless like dogs. must've taken four dozen."

"The coaches they were using were leased out to a company called Rainbowtronics," Mouse explained, "I did a background check. the company turned out to be a fake created by, guess who?"

"I don't know, who?" asked Gear. The rebels looked at each other exasperatedly, "Cybus!"

"And now, we've got evidence," added Steam with a smirk. "But they arrested Flame Wings so that just leaves you."

"Leaves me what?"

"The Number one on the list of Hoofdon's most wanted."

"Oh cool. What, run that by me once more."

* * *

_"The most precious thing in an Equestrian's body, is their mind. Yet we allow it to die. But now Cybus Industries has perfected a way of sustaining the brain indefinitely within a cradle of copyrighted chemicals. And the latest advances in synapse research allows cyberkinetic impulses to be bonded onto a metal exoskeleton. This is the ultimate upgrade. Our greatest step into cyberspace-" _

"Excuse me but can we stop it there?" asked Princess Celestia, the presentation paused and the meeting room aboard Cybus's zeppelin re-illuminated. "I don't need a pitch. I'm prett sure we all know what this upgrade entails, and I say no. I cannot allow this, I'm sorry Cybus." Cybus removed his oxygen mask, "I have prepared a paper for the ethical comitee," he rasped.

"It's not just unethical," the princess continued standing up. "It's mad."

"Princess, if I might make a personal plea?" asked Cybus. "I am dying."

"I'm aware of that," replied Celestia, "And I'm very sorry."

"Without this project you have condemned me! My inventions have advance this whole planet. Would you have all that perish?" croaked Cybus.

"You're a fine businesspony Cybus, but you're not a god," the princess said. "I'm really very sorry, but I think we should end it there." She turned, and trotted towards the door, "Mister Clover, I will see you tonight. I think we could all do with a strong glass of cider. Goodbye Cybus." She turned and left the room. Clover waved goodbye then turned back to his boss, "Still, it's not the only country in the world, there's still Griffinalia."

"This is my homeland," argued Cybus, furious, "My birthplace. You may leave now."

"Oh, thank you sir," Lucky Clover nodded, and followed the Princess outside. Cybus pressed a button on his wheelchair, the presentation was replaced by his head scientist.

"Mister Krane?" The scientist looked up from what he was doing, "_Ready and waiting sir._"

"Did the override work?"

* * *

Krane turned from the computer, "Well, it needs a bit of fine tuning," he reported to Cybus. "We weren't exactly delicate given the rush." A line of ten ponies stood in front of him at attention, faces blank, with brand new Cybus earpods jammed into their heads. They were flashing blue, controlling them like bloody puppets!

"Yeah, it's all working. I've been testing the system sir," Krane said proudly. He pulled a small grey remote out of his labcoat.

"They've grafted on a treat, these have. Given a little persuasion, if you care to observe sir," he raised the remote to his mouth. "And turn to the right." In robotic precision, the drones marched to the right, spinning around.

"And back to the left," the same.

"_Are you having fun mister Krane?" _asked the gravelly vice of Cybus.

"Oh no no no sir!" the scientist stammered, "It's just, irresistible."

"_Then resist. And start the upgrade."_

"Did we get permission?"

"_I am governed by greater laws, old friend. The right of a pony to survive! Now begin!"_ the video feed ended, Krane looked down at the remote, and with a sigh said, "And turn to the left, forward march." The hypnotized ponies obeyed, march to the left through a curtain of plastic into a red light laboratory. It was only a few seconds before the screaming started.

Krane winced, "Oh whoa whoa whoa! Let's cover up that noise. Um, give us track 17." The Smile song began to play, blocking out the screams of slaughtered ponies with Pinkie Pie's cheerful voice.

* * *

"There's a light on," Steam Fury reported, clocking his gun. Sure enough, the lights inside the building they were outside, the "Base", were lit up bright. "There's somepony inside the base, Missis Mouse, we've got visitors." She smirked and loaded her own pistol, Gear just stared between the two, confused about what was going on. Slowly, the trio snuck up to the back door, "Three, two, one, Go!" they burst through the door, Gear's jaw dropped and hit the ground.

There was another stallion in the room that looked exactly like him. Exactly like him. It was Cogs, this universe's Gear.

"What the hell are you doing?" demanded Cogs.

"What're you doing there?" asked Mouse, confused.

"What am I doing here? What am I doing there?" he pointed at Gear, who found himself looking down the barrels of a pair of fully loaded guns.

* * *

Carriages rumbled down the gravel driveway leading up to the Luck Mansion. Roseluck and the Doctor were hiding in the shrubbery beside it.

"They've got visitors," the Doctor noted.

"February the first, Mum's birthday!" realized Roseluck. "Even in a parallel universe, she still loves a party."

"Well, given Lucky clover's guest list, I wouldn't mind a look. And there is one guaranteed way of getting inside," he pulled out the little black wallet containing his psychic paper.

"Psychic paper!"

"Who do you want to be?" asked the Doctor.

* * *

And they ended up walking out of the kitchen carrying trays of canapés and champagne dressed as a maid and butler.

"We could have been anypony," Roseluck hissed angrily.

"Got us in didn't it?" asked the Doctor.

"You're in charge of the psychic paper, we could've been guests! Sir Doctor and Lady Roseluck," she insisted. "Instead we end up serving. Did enough of this back home."

"Well if you want to know what's going on, work in the kitchens," the Doctor replied. "According to Lilac-"

"Who's lilac?" asked Roseluck, offering the platter of champagne.

"She's carrying the berry apple bites," the Doctor explained.

"Oh, okay, what does Lilac say?"

"That stallion over there chatting to Princess Celestia is the President of Equestria, second ruler next to Celestia."

"What happened to Luna?" He shrugged, "Still in the moon?" There was a loud whistle and attention was drawn to the staircase, Lucky Clover was standing on the first landing dressed in his best tux.

"Excuse me! Thank you very much, if I could have your attention for just a few moments? Thank you very much. Uh, I'd like to say thank you to you all for coming to this very special occasion. My wife's thirty ninth-"

"Don't believe that one!" somepony called, earning a laugh.

"Trust me on this," Clover replied. "And so, without further ado, here she is, the birthday filly. My lovely wife, Lilly!" She walked down the stairs and joined her husband on the landing, wearing a skin tight yellow dress and a flower in her mane.

"Now I'm not going to give a speech, that's what my parties a famous for," she began. "No work, no politics, just a few good mates and plenty of black market cider. Pardon me your majesty. So yeah, get on with it! Enjoy!" and the party was back in full swing. The Doctor turned to Roseluck, "You can't stay. Even if there was some way of telling them."

"Course I can't," Roseluck replied. "I've still got Mum at home, my real mum, I couldn't just leave her. It's just, they've got each other and she's got nopony."

"She's got you, those two don't. All these different worlds, not one of them gets it right." They watched as Lilly and Clover joined the party, a little dog ran up to her.

"Roseluck, there's my little girl! Come to mummy," she knelt down and pet the puppy. Roseluck's jaw dropped, she looked at the Doctor. He tried to cover the laugh, but couldn't. He stammered out an apology between giggles, Roseluck just walked off.

* * *

_"Platoon zero two now boarding,_" called a mechanical voice. "_Platoon zero two now boarding._" Heavy metal boots clamped across the tarmac in rythmetic repetition into waiting coaches. The driver of one of these coaches couldn't help but stare at the metal things boarding his coach.

"Stop staring," ordered Krane as he watched the proceedings.

"What are they sir?" asked the driver.

"I'm told they are the future," Krane replied. "Ain't technology wonderful? Go on, get going. You've got a long drive ahead." The driver nodded, "Sir." Krane's phone began to ring, he answered it with the earpods.

"_Mister Krane, are we mobile?_" asked Cybus.

"Just about to hit the road sir, and yourself?"

"_I'm arriving Mister Krane. Prepare the factory. Now, send them forth, old friend, let the good work begin!"_'

* * *

Now, meeting your alternate dimensional self is one thing, having a pair of guns in your face on his order is another, and a third is being stripped down a tied to a chair for inspection by the ones who were pointing the guns in your face. All three of those things happened to Gear, and he was officially miserable.

"He's clean," Steam reported, finishing the scan, "No bugs."

"But this is off the charts, he's flesh and blood," Cogs reported, shocked. "How did that happen?"

"Well, it could be that Cybus Industries finally perfected the science of cloning," Mouse reported, busily typing away on her computer. "Or you're your dad…"

"And your name is, Gear?" asked Cogs.

"Yeah, Gear. My dad was Silver Forge. Used to work at his family forge, went to the Zebrean Islands, never came back," he explained nervously.

"But that's my dad, so, were' brothers?" asked Cogs.

"Be fair, what else could it be?" asked Steam.

"I don't know. But he doesn't just look like me, he is _exactly _the same. There's something else going on here Steam."

"So, who are you lot?" asked Gear, trying to change the conversation.

"We? We are the Freedom Fighters. As in, Rebels. See?" he turned to the side, showing his ear without the pods everypony else wore. "No earplugs. While the rest of the world downloads from Cybus, we've got freedom. You're talking to Hoofdon's most wanted, and target number one is Cybus, we are going to bring him down."

"From your kitchen?"

"You got a problem with that?"

"No, it's a nice kitchen." _DING!_ Mouse's computer rang out, "Update from Pisces," she reported.

"Who's Pisces?"

"The coaches are back. They're moving out of the factory, looks like Pisces was right. Cybus's finally making a move."

"And we're right behind them. Pack up, we're leaving."

* * *

With the rest of the house partying, it was easy for a single server to slip out, and that's what the Doctor did. He decided to do some snooping, exploring. HE trotted down one of the hallways, his hoofsteps echoing in the new found quiet. He found one of the doors slightly ajar, an office, good place as any to start.

On the desk was a laptop, the Doctor opened it and checked the recently visited files list, one of them was labeled: the final upgrade.

* * *

Roseluck watched from the back of the party as Lilly-Luck chatted away with Princess Celestia.

"I remember when it was her twenty-first," a voice said beside her. She glanced up, to see Lucky Clover standing beside her.

"Sorry, champagne?" she held the platter out to him.

"Oh, might as well, I'm paying for it," he took one of the glasses and emptied it in one swig.

"It's a big night for you," Roseluck noted.

"For her, still, she's happy," he sighed.

"She should be, it's a great party," she complimented.

"Do you think?"

"You can trust me!" Roseluck replied, mimicking his add.

"You can trust me on this," corrected Lucky Clover.

"That's it, sorry. So, how long have you two been married?"

"Twenty years."

"And no kids? Or…?"

"We kept putting it off. She didn't want to spoil her figure."

"It's not too late, she's only forty."

"Thirty nine."

"Oh right, thirty nine."

"It's still to late," Clover sighed, his ears drooping. "I moved out last month, but we're going to keep it quiet. You know, it's bad for business. Why am I telling you all this? We haven't met before have we? I don't know, you just seem sort of.."

"What?"

"Sort of right." He shook his head, then turned and walked off. "Hey! Leif! How's things at Torchwood?"

* * *

The black coaches were travelling in a line towards the Luck's Mansion, the rebels were watching.

"I don't know what they're doing," reported Cogs, watching them from the top of a tree, "But this seems to be the target. Big house, fair bit of money. Now we've got to find a way in."

* * *

"I've identified the address," Mouse reported, "It belongs to Luck Clover, the Vitex millionare."

"Lucky Clover?"

"He's listed as one of Cybus's henchmen. A traitor to the state."

"But-"

* * *

"_we've got to get in there."_

"Now shut it duplicate," ordered Cogs. "That's what I just said." The coaches stopped, metal ramps dropping out the back. Heavy hooves marched down them, sending a thunder of noise out into the night.

"What are they doing?" Cogs asked himself. "What the hell are they?"

* * *

Roseluck looked outside, Lilly-Luck was out there, sitting on the porch.

"Miss Luck? Is there anything I can get you?" asked Roseluck, walking out with her empty serving tray.

"The last twenty years back," she replied jokingly.

"I can manage a glass of champagne or a cup of tea," Roseluck offered.

"Oh that'd do me." Roseluck smiled and walked outside, she sat down next to her.

"My mum loves that. End of a long night, she never goes straight to be. Always stays up to have that last cup of tea," she said wistfully.

"Oh, I'm the same," replied Lilly.

"Two sugars."

"And me, Clover always says… you know, oh never mind."

"I was talking to him earlier, he's a nice stallion. You know, bit of a freelancer, I suppose, even if he has got money, but he's a good bloke. Better than most. He's worth a second chance."

"Are you commenting on my marriage?" demanded Lilly.

"No, I was just-"

"Who the hell do you think you are? You're staff! You're nothing but a serving mare for Celestia's sake! And you're certainly not getting paid. Don't you dare talk to me!" She stood up and stormed off the patio. Roseluck sat there for a moment, dumbstruck, then she sighed.

Suddenly, rows of bright white lights lit up illuminating rows and rows of broad shouldered ponies marching towards the house.

* * *

The Doctor clicked on a presentation file, it lit up bright, explaining that with this upgrade, ponies would advance their greatest step into cyberspace. And as it went on, realization dawned on him, this was bad, bad bad bad.

"Cybers," he growled. He turned and galloped out of the room, literally running into Roseluck in the main room. Instinctively, they went to a window.

"It's happening again," he groaned.

"What do you mean?" asked Roseluck.

"I've seen them before."

"What are they?"

"Cyberponies!" There was a loud crash, they spun around in time to see a metal pony walking right through the window. It was the size and shape of a very strong stallion, with metal ears and eyes. Parts of the metal was thin and bent so it moved, joints, on its chest was the Cybus industries logo, and out of the ears were a pair of metal tubes, connecting above the head in a metal box. These things crashed through every window, surrounding the party guests and trapping them.

There was a ringing, it was Princess Celestia's phone. She answered it, "Cybus."

"_Princess,_" he replied. "_I suppose the remak about crashing a party would be appropriate at this point."_

"I forbade this!" cried Celestia.

"_These are my children your majesty, would you deny my family?_"

"What are they?" whispered Roseluck, "Robots?"

"Worse than that."

"Who were these ponies?" demanded Celestia.

"_Doesn't matter,_" replied Cybus.

"They're ponies?"

"They were, until they had all that makes them equine taken away. That's a living brain jammed in a cybernetic body, with a heart of steel. All emotions removed," the Doctor explained.

"Why no emotions?" asked Roseluck.

"Because they hurt."

"I demand to know, Cybus, who were these ponies?" demanded Celestia.

"_They were homeless, and wretched and useless. Until I saved them, elevated them, and gave them life eternal. And now I leave you in their capapble hooves. Goodnight your majesty._" The transmission ended.

"We have been upgraded," the Cyberpony in front of the princess said, its voice mechanical and monotonous.

"Into what?" asked the Doctor.

"The next level of Equestrian. We are Pony point two. Every citizen will receive free upgrade. You will become like us."

"I'm sorry, I'm so sorry for what's been done to you," the Princess said. "But listen to me, this experiment ends tonight."

"Upgrading is compulsory."

"And if I refuse  
"Don't," warned the Doctor.

"What if I refuse?"

"I'm telling you don't!"

"What, if, I refuse?"

"Then you are not compatible."

"What happens then?"

"You will be DELETED." The Cyberpony put a hoof on Celestia's chest, and pulsed. The Princess screamed, and collapsed, dead. The guests began to panic, the Doctor grabbed Roseluck and they ran. Pony after pony was deleted as they tried to escape. The time travelers leapt out a window and tried to run, but a line of approaching Cyberponies stood in the way. They turned and ran round the house, Lucky Clover jumped out a window stopped. Another line of robots was blocking that way.

"Quick! This way!" called the Doctor, Clover followed them as fast as he could.

"Clover, is there a way out?" asked the Doctor, the cyberponies had cut them off once more.

"The side gates, who are you? How do you know so much?"

"Wouldn't believe me in a million years!" they ran for the side gates, but yet again were cut off. Two armed figures came rushing towards them in the floodlights.

"Who's that?"

"Get behind me!" Cogs called. He and Steam stopped running and opened fire on the approaching robots.

"Oh Celelstia, look at you! I never thought I'd see you again!" Roseluck hugged Cogs, earning a confused look.

"Yeah, no offense sweetheart," he said, prying her off, "But who the hell are you?"

"Roseluck!" called Gear, running up, wearing the exact same clothes. "That's not me, that's the other me."

"Oh as if thing's were'nt bad enough, there's two Gear's," the Doctor groaned.

"It's Cogs."

"But there's more of them," Gear added.

"We're surrounded," Roseluck cried.

"Put the guns down, bullets won't stop them," ordered the Doctor. Steam continued firing anyways, the Doctor pushed his gun aside.

"No! Stop shooting, now." He stood up and walked forward, "We surrender!" he called.

"There's no need to damage us, we're good stock. We volunteer for the upgrade program. Take us to be processed."

"You are rouge elements," one of the cyberponies said.

"But we surrender."

"You are incompatible."

"But this is a surrender!"

"You will be deleted."

"But we're surrendering! Listen to me, we surrender!"

"You are inferior, ponies will be reborn as Cyberponies. But you will perish under maximum deletion!" all the Cyberponies held out their hooves and began advancing on the trapped ponies chanting "Delete! Delete! Delete!"

_To be continued in Age of Steel…_

**Me: Dun dun duh! And we end with a cliffhanger, ha ha ha! I am sooooo evil! I killed Princess Celestia! HAHAHAAH!  
**

**Okay, went a bit crazy there, whatever. Good news is that a friend of mine KawaiiJoltic maybe, maybe see that word? May be writing a Ditzy Do adventures based off of the Sarah Jane Adventures! Eh? Eh? *silence.* oh your no fun.**


	8. Episode 7, Age of Steel

Doctor Whooves

_Age of Steel_

**And part two, marvelous. Let the fun begin.**

_ "But we surrender."_

_ "You are incompatible."_

_ "But this is a surrender!"_

_ "You will be deleted."_

_ "But we're surrendering! Listen to me, we surrender!"_

_ "You are inferior; ponies will be reborn as Cyberponies. But you will perish under maximum deletion!" all the Cyberponies held out their hooves and began advancing on the trapped ponies chanting "Delete! Delete! Delete!"_ But before they got within reaching distance, the Doctor whipped out the power cell, glowing bright. He aimed it at the Cyberpony nearest to him, a beam of golden light shot out hitting it straight on, and dissolving it into dust. The beam bounced off the one, and kept going, bouncing off the other robots until all the surrounding Cyberponies were glowing gold piles of dust.

"What the hell was that?" demanded Cogs.

"We'll have that instead, RUN!" the Doctor cried. There was a shrill whistle, it was Mrs. Mouse waving them over from a gap in the hedges. Everypony ran towards her, except Lucky Clover. He turned and ran for the house, "I've gotta go back, my wife's in there!" he protested.

"Anypony inside that house is dead. If you want to help, then don't let her die for nothing. You've gotta come with us, right now," the Doctor explained. Clover nodded, then followed the rebels through the hedge. Roseluck was still staring at the house, the Doctor put a hoof on her shoulder.

"Roseluck, she's not your mother," he said with a quiet urgency.

"I know."

"Come on." She nodded and followed him under the bush.

"Are we finished chatting?" called Mouse, "Never seen a slower getaway in my life!" Then she, the rebels, the time travelers, and the confused billionaire, raced off down the street at top speed. The Cyberponys' marching echoing behind them at the estate. They didn't stop until most of them were out of breath, then the group slowed to a brisk trot.

The Doctor pulled out the power cell, checking to make sure it was still charging. Cogs kept glancing back at it, glaring. Gear trotted nearer to Roseluck so he could comfort her. Lucky Clover was at the back, head hung low. Steam Fury and Mrs. Mouse were making plans with what ammo they had left.

"What was that thing?" asked Cogs, breaking the uncomfortable silence.

"Little bit of technology from my home," the Doctor explained, pocketing it.

"It's stopped glowing, has it run out?" asked Gear nervously.

"It's on a revitalizing loop. It'll charge back up in about… four hours?"

"Right, so we don't have a weapon anymore?" Cogs said.

"Yeah, we've got weapons. Might not be good on those metal things, but they're good enough for stallions like him," Steam said, nodding towards Lucky Clover, who instinctively looked up.

"Leave him alone!" cried Roseluck, her voice rising shrilly, "What's he done wrong?"

"Oh you know- just laid a trap that's wiped out the government. And left Cybus in charge," Steam replied sarcastically.

"If I was part of all that, do you think I'd leave my wife inside?" demanded Clover.

"Maybe your plan went wrong," Cogs said, waving a hoof. "Still gives us the right to execute you."

"Talk about executions, you'll make ME your enemy," the Doctor warned. "And take some _really_ good advice, you don't want to do that."

"All the same, we have evidence that says Lucky Clover's been working for Cybus since June of last year," Cogs explained. Roseluck looked back at him, taken aback. "Is that true?"

"Tell 'em Mrs. M," Cogs asked.

"We've got a government mole who feeds us information," she explained. "Cybus's private files, his Griffinalian operations, the lot. Secret broadcasts, twice a week."

"Broadcast from Pisces?" Clover asked suddenly.

"And how do you know that?" asked Cogs.

"I'm Pisces, that's ME."

"Oh you would say that."

"Encrypted wavelength six-five-seven using binary nine," he reported. Cogs and Steam glanced at eachother.

"That's the only reason I work for Cybus, to get information," he continued. I thought I was broadcasting to the royal army but nope! What do I get? A bunch of crazy ponies and metal monsters!"

"No," Gear protested, slightly confused. "These guys know what they're doing. Cogs said he's Hoofdon's most wanted!"

"That's not exactly true…"

"What do you mean?"

"I'm Hoofdon's most wanted for… speeding tickets," Cogs replied sheepishly.

"Great!" Clover said sarcastically.

"Yeah, well they were deliberate! Pegasus should be able to fly however fast they choose!" Cogs protested.

"Good idea," the Doctor complimented, thoroughly enjoying this. "My name's the Doctor by the way, if anypony was confused."

"And I'm Roseluck," she chirped, "Hello.

"Even better," Clover groaned, "That's the name of my dog. Still, at least I've got the catering staff on my side."

"I knew you weren't a traitor," Roseluck assured him.

"Why is that then?"

"I just did."

"They took my wife."

"She might still be alive. Because that's what Cybus does. He takes the living and turns them into those machines," he grumbled.

"Cyberponies," the Doctor corrected. "They're called Cyberponies. And I'd take those earpods off if I were you." Clover stopped walking and took them out, "Cybus could be listening." The Doctor stopped walking too and zapped them with the sonic, shutting them off.

"But he's overreached himself," he continued, pocketing the pods and continuing forward. "He's still just a business-stallion. He's assassinated the Princess, all we need to do is get to the city and inform the authorities. Because I promise you, this ends tonight!"

* * *

Cybus spun his wheelchair around, turning to face the squadron of Cyberponies standing in his office.

"My everlasting children," he said proudly, "Tell me, how does it feel?"

"We feel nothing," they droned in unison.

"But in your mind, what do you think?"

"We think the same, we are uniform."

"But what do you think of?"

"We think of the Equestrians. We think of their difference and pain, they suffer in the skin. They must be upgraded." Cybus smiled, Excellent, then let's begin! Computer, identify, Cybus Steel."

_ "Voice print acknowledged._"

"Activate earpod primary sequence."

"_Please state area of activation._"

"The city of Hoofdon, I've just declared independence. Begin transmission." A high pitched ring rang through all the earpods in the city, the ponies wearing them froze. Pegasus paused midair, hovering motionlessly. Then they all turned, and started marching in a single direction, towards the Cyber-Factory, faces blank and minds in control.

The scientist, Krane, was in his lab when the signal hit. He ripped them off just in time, "Oh no you don't!"

* * *

There was a very loud ringing sound, the rebels stopped. All the other ponies, who'd been watching them curiously as they walked through the city, stopped and their faces went blank. They turned and started walking towards the factory.

"What the hell?" cried Steam.

"What's going on?" asked Roseluck. The ponies shoved past them, slow and lurching like zombies.

"It's the earpods," the Doctor cried, "Cybus has taken control!"

"Can't we just, like, pull them off?" asked Roseluck.

"Don't! It'll cause a brainstorm!" the Doctor warned. "Equestrians, for such an intelligent race, you aren't half susceptible. Give anypony a chance to take control and you submit! Sometimes I think you like it, easy life."

"Hey guys! Over here!" called Steam, pointing around a corner. The others looked round, a squadron of Cyberponies were marching alongside the drones.

"Where are they all going?" asked Roseluck.

"I don't know, Cybus must have a base of operations," the Doctor replied.

"There's a factory, by the Thames," Clover explained. "That's where he was building the prototypes.

"Why's he doing it?"

"He's dying, it started as a way to preserve his life at any cost," Clover continued.

"The thing is, I've seen Cyberponies before haven't I?" Roseluck said, remembering, "The head, those handle things in Van Statten's museum!"

"Oh, yeah, there are Cyberponies in out universe," the Doctor elaborated, "They started on an ordinary world like this then swarmed across the galaxy. This lot are parallel starting right here on Gaia."

"What are you two on about?" demande Clover.

"Nevermind that," Cogs interrupted. "Come on, we need out get out of the city. Split up. Mrs. Mouse, you look after them. Steam, distract them. Go right, I'll go left. We'll meet back at Bridge Street, move!" he and Steam Fury took off around the corner, Gear gave Roseluck a quick hug, "I'm going with him." He turned and followed Cogs towards the Cyberponies.

"Come on!" cried Mouse, "Let's go!" They turned and ran, only to be intercepted by another Cyber patrol. The Doctor looked around frantically, spotting an alleyway he called out and they changed direction.

* * *

"Which way? I don't know where we are," Gear asked, catching up to Cogs.

"Did they see us?" asked Cogs.

"Do they know where we are?"

"I think they saw us, probably have night vision."

"I bet they've got satellites."

"I bet they saw us in the dark." They looked at each other, "They know where we are."

"I don't get it, what is it with you?" asked Cogs. "You're exactly like me."

"I don't know, sill reckon you're braver," Gear admitted.

"Oh yeah, ten times. Still your friends aren't bad I'll give you that."

"Oh, that's the Doctor and Roseluck, I just tag along."

"Well then, you're not that bad."

"Do you think?"

"I suppose." Behind them, the Cyberponies' march grew louder. Simultaneously they took to the air and said: "Split up!"

* * *

The Cyberponies marched down the alley, determined on finding the rebels. Mouse, Roseluck, Clover, and the Doctor were crouching behind a cluster of rubbish bins. They held as still as possible, not making a sound. The Cyberponies stopped right next to the bins, the Doctor slowly pulled out his sonic screwdriver and pressed the button.

Immediately the Cyberponies turned and marched another direction, away from them. The Doctor slowly stood up and looked over, he motioned to the others, "Come on."

* * *

Cogs flew down one of the alleyways, accidently clipping his wing on the corner. He dropped to the ground and kept running, metal hooves clomping on the cement behind him. He turned down another back street, Gear came flying the other way. A metal gate stood between the two. Cogs jumped up and tried to grab hold, but hooves are not the best for climbing.

"Come on!" cried Gear. Cogs jumped up and tried again, he managed to hang on this time, but the Cyberponies were getting closer.

"Please! Come on!" begged Gear, but as his dimensional double reached the top, a Cyberpony grabbed his back hoof and electrocuted him.

"NO!" Cogs fell off the gate, landing on the concrete, dead. Gear stared at the robots in silence before turning and flying away as fast as he could.

* * *

In the control room of the cyber factory, where cybus was overseeing operations, His head scientist was escorted in.

"This one is unprogrammed," the Cyberpony behind him beeped.

"Mister Krane," rasped Cybus, "I thought you were one of the faithful."

"Oh that I am sir," the scientist replied. "My ear pods must've malfunctioned. For which I apologize. But, I have come with a request, to volunteer for the upgrade program. I've seen the future, and it's copyright, Cybus Industries. Sign me up."

"A willing volunteer," mused Cybus.

"You've known me a long time sir. Quite a team you and me," Krane said, stepping forward. "I've been with you all the way, but believe me sir, knowing you so well, I know exactly what to do." In a flash, he galloped around Cybus's wheelchair and pulled out the cord for the oxygen tank.

"No!" cried Cybus, "Help me!" Krane bucked the life support controls, making them spark and of the cyberponies stepped forward and tossed the scientist aside, "Die you!" he cried. And was promptly electrocuted.

"Help me!" Cybus rasped again.

"You are in pain," droned the Cyberponies. "We can remove pain forever."

"No, not yet! I'm not ready!"

"We will give you immortality."

"I've told you, I will upgrade only with my last breath!"

"Then breathe no more." One of the Cyberponies took the wheelchair controls, "No! No! I command you no!" Cybus Steel was driven into the factory rooms, where the converters stood at the ready.

* * *

"I ran past the river," Steam called, galloping up the hill to join the others, "You should have seen it. The whole city's on the march. Hundreds of Cyberponies all down the Thames." There was a flapping of wigns, everypony look up to see Gear flying towards them.

"Here he is!" called Steam, thinking it was Cogs. "Which one are you?" Gear landed and looked down at his hooves ashamed.

"I'm sorry," he muttered, "The Cyberponies, he couldn't-"

"Are you Cogs?" asked Steam, hopeful.

"Gear, that's you isn't it?" Roseluck asked, putting a hoof on his shoulder.

"Yeah," she hugged him. "Cogs tried, he was flying and clipped his wing. There were too many of them-"

"Shut it," ordered Steam.

"There was nothing I could do-"

"I said just shut it! Don't even talk about him," the rebel said furiously. "You're nothing! Nothing!"

"We can mourn him when Hoofdon is safe," the Doctor said stepping between the two. "But now, we move on." He motioned and they trotted to the top of the hill, and across the winding river at the base of the hill, was the Cyber factory. Crowds of possessed ponies were flocking in, accompanied with Cyberponies.

"The whole of Hoofdon's been sealed off, and the entire population's being herded inside that place to be converted," the Doctor explained grimly.

"We've got to get in there and shut it down," said Roseluck urgently.

"How do we do that?" asked Gear.

"oh, I'll think of something," the Doctor shrugged nonchalantly.

"You're making this up as you go along aren't you?"

"Yep, and I do it brilliantly."

"Hey guys!" called Mrs. Mouse, "I think I've got something!" she had her laptop out, and was typing away rapidly. On the screen, there was a schematic of the factory, everypony crowded around to get a look.

"See here? Cooling tunnels underneath the plant," she explained, "Big enough to walk through."

"We go under there and up into the control center?" asked the Doctor. Mouse nodded.

"There's another way in," added Clover, stepping back, "Through the front door. If they've taken Lilly for upgrading, that's how she'll get in."

"We can't just go strolling up," protested Steam.

"Or we could, with these," Mouse pulled a pair of dead earpods from her pocket. "Fake ones, dead, no signal. But put them on, the Cyberponies would mistake you for one of the crowd."

"Then that's my job," said Clover.

"You'd have to show no emotion, none at all or you'd get caught," warned the Doctor.

"How many of those have you got?" asked Roseluck.

"Just two sets."

"Okay, if that's the best way of finding Lilly, then I'm coming with you," she said.

"Why does she matter to you?"

"We haven't got time, Doctor, I'm going with him, and that's that."

"No stopping you is there?" asked the Doctor,

"No."

"Tell you what. We can take the earpods at the same time. Give ponies their minds back so they don't trot into that place like sheep. Steam? Cybus's control signal, it must be from over there." He pointed over to the factory, and by mistake, the massive zeppelin at the top. Red rings were flashing out of the tip, "Oh, there it is. On the zeppelin. Great big transmitter. Good thing Cybus likes showing off. Reckon you could take it out?" Steam saluted, "Consider it done."

"Mrs. Mouse? Would you care to accompany into the cooling ducts?"

"How could I refuse an offer of cooling tunnels?" she asked, snapping shut the laptop.

"We attack on three side, above, between, below. We get to the control center, stop the conversion machines."

"What about me?" asked Gear.

"Gear, you can, uh…"

"What? Stay out of trouble? Be the tin dog? No, those days are over, I'm going with Steam."

"I don't need you idiot," Steam snapped.

"I'm not an idiot! You got that? I'm offering to help!"

"Gear, good luck," said the Doctor.

"Yeah, you too." He turned to Roseluck, "Roseluck, I'll see you later."

"Yeah, you'd better."

"If we survive this, I'll see you back at the Tardis," the Doctor said. Gear nodded, "That's a promise." Then he turned, and followed Steam towards the factory. The Doctor hugged Roseluck, "Good luck."

* * *

The cooling ducts were dark, very dark. The only light there was coming from the moon through the entry hatch, and that wasn't much. Down the tunnel, strange shapes blended with the shadows. The Doctor dropped down from the ladder, landing on all four hooves.

"It's freezing," commented Mrs. Mouse as she followed him down the ladder.

"Any sign of a light switch?" the Time-Pony asked, peering into the darkness.

"Can't see a thing," Mouse added. "But I've got these," out of her saddle bag, she pulled a pair of headlamps out. "Device for every occasion." The Doctor smiled and took one, slipping it on and activating the light. Mouse did the same.

"Haven't got a muffin in there by any chance have you? I'm starving," the Doctor asked, hopeful.

"Of all the things to wish for, a pastry."

"What? Muffins are quite tasty I'll have you know. Especially banana." Mouse pulled a flashlight out of her bag, "A proper torch too."

"Let's see where we are," the Doctor said, switching on his head lamp, Mouse did the same. They both jumped back in surprise, the entire hallway was lined with Cyberponies.

"Already converted," the Doctor whispered, "Just put on ice. Come on." He tapped a hoof on one of the robot's faces, no reaction. "Let's just go slowly. Keep an eye out for trip systems." Slowly, they tip-hoofed down the corridor, their hoofsteps echoing off the walls.

* * *

Ponies passed in front of them, lots, all possessed and controlled. Roseluck and Lucky Clover stayed hidden in the bushes. Over the sound of marching hooves they could hear mechanical voices calling out inside the factory.

"_Chamber six now open for upgrading. Chamber seven now open for upgrading. Chamber eight now open…_" Clover pulled the dead earpods out of his pocket and handed two to Roseluck.

"Just put them on, don't show any emotion. No signs, nothing. Okay?" Roseluck nodded, "Don't worry, we can do this." She slipped hers on, immediately they started blinking blue; Clover's did the same.

"We could die in here," Clvoer reminded her, "Why are you doing this?"

"Let's just say, I'm doing it for my mom and dad," she replied. "Right, let's go." Simultaneously they stood up from behind the bush, and joined the line of drones.

"_Chamber nine now open for upgrading._"

* * *

Steam climbed up the ladder to the roof, Gear flying behind him. They looked over the edge of the roof, two armed guards stood at the base of the docking ladder to Cybus's zeppelin.

"Two guards, we can take them," Steam said. He moved to climb over, Gear caught his shoulder. "Don't kill them."

"Who put you in charge?"

"If you kill them, how are you different from a Cyberpony?" this made him stop, "Well… Okay, I suppose we could use these." He pulled a pair of vials from his jacket, "Smelling salts?"

"Bit stronger than that. One of Mrs. Mouse's little tricks. Should knock them out." Both of them poised to leap, "On three. One, two, three!" They jumped up from their cover and galloped forward. Before the guards had a chance to react, they had intense smelling salts in their faces. Both collapsed quickly.

"There's got to be more guards on board," said Gear. Steam smiled at him and began to climb the ladder, "Then let's go get them.

* * *

"How did you get into this, rattling along with Cogs and Steam?" asked the Doctor, keeping a sharp eye in the tunnel ahead.

"Oh, I used to be ordinary. Worked for Cybus industries nine to five," Mouse explained, "Till one day, I find something I'm not supposed to. A fiel on the mainframe, all I did was read it and suddenly- bang bang! Soldiers knocking on my door a three in the morning. Life on the run, then I found the guys. They needed a techy, so I sat down and taught myself everything."

"What about Mr. Mouse?"

"Well, he's not called Mouse. I got it from a book, Mrs. Mouse, safer not to use real names," she said. "Only way to keep him safe. Him and the kids. What about you? Got any family, or…?"

"Oh who needs a family?" the Doctor scoffed, trying to play it off, "I've got the whole world on my shoulders. Go on then, what's your real name?" Mouse shuffled her hooves for a moment before replying, "Sparkler. Don't tell a soul."

"Not a word," the Doctor assured her, smiling. They kept walking, unaware that a single Cyberpony behind them had activated when they passed. It slowly looked up at them, before sending an alarm signal back to the home base.

* * *

_"Movement detected in deepcold six."_

_ "Awaken the army!"_

* * *

Mouse stepped around one of the Cyberponies, and stopped. One of the hooves had just twitched. She trotted to catch up with the Doctor, "Hey, is it just me or did that one move?"

"It's just the torchlight," the Time-Pony assured her, "Keep moving." He happened to glance to the left, where one had just lifted its head. "They're waking up, run!" both ponies broke into a sprint, as they ran the Cyberponies behind them fell into line and began to march. At the end of the tunnel there was a ladder with a hatch at the top. The Doctor climbed up, sonic already in his teeth.

"They're coming! Open it!" cried Mouse. He buzzed it once and the hatch unlocked, he pushed it open with one hoof and climbed out, pulling mouse with him. "Come on! Come on!" At the base of the ladder, a Cyberpony was starting to climb, they slammed the hatch shut and the Doctor sonic sealed it. They both sat back for a moment, breathing hard, "Oh good team Mrs. Mouse!"

* * *

A Cyberpony stopped the progression, right in front of Roseluck. Clover was immediately behind her, "You will wait." It ordered.

"You ok?" whispered Clover.

"No," Roseluck whispered back. Next to them, a mare walked into one of the chambers, the sounds of whirring blades sound came out of the chamber, along with the slicing of flesh. Roseluck had to restrain herself from puking right then and there. Moments later, a fully mechanized Cyberpony stepped out.

"Any sign of Lilly?" asked Clover. Roseluck barely shook her head. One of the Cyberponies clomped up to them, "You are Lucky Clover. Confirm you are Lucky Clover."

"C-confirmed," he stammered.

"I recognize you," it continued, "I went first. My name was Lilly-Luck."

"No!" cried Roseluck, forgetting she was supposed to be a drone.

"What?" exclaimed Clover, doing the same.

"They are unprogrammed," Once-Lilly stated, "Restrain."

"You're lying!" yelled Clover, "You're not her! You're not my Lilly!" The Cyberponies grabbed them, "No, I am Cyber-form. Once I was Lilly-Luck."

"But you can't be, not her," Roseluck insisted.

"Her mind is inside this body."

"Lill, I came to save you…" Clover said weakly.

"This stallion worked with Cybus Industries to create us, he will be rewarded by force, take him to Cyber Control," the Cyberponied pulled Roseluck and Clover away from Once-Lilly.

"They killed her. They just took her and killed her," Roseluck growled.

"Maybe there's a chance, I don't know, maybe we can reverse it," Clover said hopefully.

"There's nothing we can do."

"But if, if she remembers-where is she? Which one was it?" They both looked around trying to find Once-Lilly, "They all look the same."

* * *

Gear and Steam dropped the fifth and final guard.

"Nice one, nopony's home," Steam noted. "We need to find the transmitter controls."

"What do they look like?" asked Gear, looking at the control panel and giant boat-like steering wheel.

"Well I don't know, they might have 'transmitter controls' written in big red letters. Just look!" They walked up to the controls and began to search. Gear saw a reflection in the window, he spun around. Steam followed his gaze, "Cyberpony!" he pulled out his pistol. The robot remained still. Slowly, he stepped forward, and turned on the light. It still didn't move.

"It's dead," Gear explained, also stepping forward. "I don't think it was ever alive." He reached up and knocked a hoof on the head, resulting in a hollow banging. "It's empty, no brain. Just a robot suit. It's for display."

"Okay," Steam said uneasily, "Transmitter."

* * *

Mouse and the Doctor rounded a corner, a Cyberpony stood before them.

"You are not upgraded," it said immediately.

"Yeah? Well upgrade this!" Mouse pulled a rod wrapped in copper wire from her saddlebag and threw it at the monstrosity. It stuck to the metal surface, sending white streaks of electricity over the armor. The Cyberpony jerked, then collapsed, stiff.

"What the hell was that?" asked the Doctor in awe.

"Electromagnetic bomb," Mouse replied. "Takes out computers, I figured it might stop the cyber suit."

"You figured right. Now, let's have a look. Know your enemy," they both stepped forward and knelt next to the Cyberpony. A logo on the front. Cybus turned them into a brand, heart of steel, but look." He soniced the brand, it popped loose and he pulled it off. The electronics inside were lit blue, and something white and meshy was woven through them.

"Is that flesh?" asked Mouse.

"Mm-hm," agreed the Doctor, pulling it out and dangling it on his hooves. "Central nervous system. Artificially grown then threaded throughout the suit so it responds like a living thing. Oh but look," he brushed some aside, revealing a metal block. "Emotional inhibitor. Stops them feeling anything."

"But why?" asked Mouse.

"It's still got a pony's brain. Imagine the reaction if it could see itself, realize what happened to it. They'd go insane."

"So they cut out the one thing that make them Equine."

"Because they have to," the Doctor said grimly.

"Why am I cold?" the Cyberpony whispered.

"Oh Celestia, it's alive!" said Mouse, surprised. "It can feel."

"We broke the inhibitor," the Doctor explained. He pat the Cyberpony's head, "I'm sorry. I'm so sorry."

"Why so cold?" asked the Cyberpony again.

"Can you remember your name?" asked the Doctor.

"Ea-gle. Golden, Eagle," he replied.

"You're a stallion," Mouse exclaimed.

"Where's Sparrow?"

"Who's Sparrow?" asked Mouse.

"She's going to be so upset. I'm very late," the Cyberpony said sadly.

"You're getting married?"

"I'm cold," it moaned, "I'm so cold…"

"It's alright," the Doctor assured him. "You sleep now Eagle, just go to sleep." He put the sonic in the chest cavity, buzzed it once, and let Eagle go.

"He didn't die for nothing, because that's the key," the Doctor said solemnly. "The emotional inhibitor, if we could find the code behind it, the cancellation code, then feed it throughout the system into every Cyberponys' head, they'd realize what they are."

"And then what?"

"I think, it would kill them. Could we do that?"

"we've got to, before they kill everypony else. There's no choice Doctor. It's got to be done." Mouse stood up, and turned around, only to have a Cyberpony grab her by the throat and electrocute her.

"No!" the Doctor roared, shooting up, "No! You didn't have to kill her!"

"Sensors detect a binary vascular system," the Cyberpony said, approaching the Doctor. Two others were coming from the sides, "You are an unknown upgrade. You will be taken for analysis."

* * *

"The transmitter controls are sealed behind here," Gear explained pointing to a metal box, "We need like a blowtorch or something."

"Oh I forgot to bring it with me," Steam Fury retorted sarcastically.

"Well then, what do we do?"

"Crash the zeppelin!" Steam said like it was obvious.

"With us inside?"

"We could set it on automatic and just leg it." Steam turned to the controls, he tried a few keys but nothing happened. "It's locked. There's got to be an override…" Gear gently nudged him aside, "Let me have a go. I'm good with computers. Trust me." And he set to work, hacking into the zeppelin controls from the computer. They were both unaware however, that next to the Cyberpony in the alcove behind them a red light blinked off and on. The Cyberpony's head lifted slightly, looking at them.

* * *

The Cyberponies led their newly captured Time-Pony into Cyber control.

"I've been captured but don't worry," he said when he entered, "Roseluck and Clover are still out there. They can rescue me." Roseluck rolled her eyes in annoyance, she and clover were both sitting next to the computers, prisoners, "Oh well, never mind," the Doctor continued. "You two okay?"  
"Yeah, but they got Lilly," Roseluck replied somberly.

"We were too late, Cybus killed her," Clover added.

"Then where is he?" asked the Doctor, rather loudly, "Don't we get a chance to meet our Lord and Master mister Cybus?"

"He has been upgraded," the Cyberponies droned.

"So he's just like you then?"

"He is superior," they continued, "The Cybus Unit is designated Cyber Controller." The wall on the raised platform leading to the conversion rooms opened, sliding aside to reveal a monstrosity. A Cyberpony, sitting on a throne of metal and wires, with a battle armor of gold.

"This is the Age of Steel, and I am its Creator!" the Cyber Controller said, pride evident in his voice.

* * *

"Almost there," Gear insisted, typing away.

"Not bad," Steam commented, leaning against the controls. There was a creak, he looked over at the Cyberpony, just in time to see it wake up.

"It's moving!" he cried, "You said it was dead!"

"Yeah," Gear agreed, spinning around, "But a robot's still a big robot. Hey, wait a minute. I got an idea." He whistled, the Cyberpony looked his way, "HEY! Cyberpony! Over here!" the robot cocked its head and began marching his way. Gear continued to taunt it, positioning himself directly in front of the transmitter controls. And as the Cyberpony stood in front of him, raising a hoof to electrocute, Gear ducked.

The Cyberpony still punched though, through the air and into the transmitter controls. The energy inside of the controls and the electricity the Cyberpony was pulsing backfired and started electrocuting it. The transmitter stopped sending the signal, screams erupted from the factory below. Gear punched the air, Steam smiled like crazy, and the Cyberpony collapsed.

"The transmitter's down!" Gear cried happily, as ponies pushed their way past Cybers to escape the factory.

* * *

The screams echoed even into Cyber Control, the Doctor smiled proudly.

"That's my friends at work," he explained, "Good colts! Mister Cybus, I think that's a vote for free will."

"I have factories waiting in seven cities in three kingdoms," Cyber Controller growled. "If the earpods have failed, then the Cyberponies will take Equestria by force. Hoofdon has fallen, so shall the world."

* * *

Gear turned back to the computer, "Hey, I've logged on to Cyber Control." Steam stepped over an looked, it showed the captured members of their team and the Cyber Controller. "They're alive! The Doctor and Roseluck, there they are!"

"Never mind them, what the hell is that thing?" demanded Steam, pointing to the Cyber Controller.

"Shh, has this got audio?" he tapped a few more keys.

"-_ill bring peace to the world. Everlasting peace-_"

* * *

"And unity and uniformity."

"And Imagination?" asked the Doctor. "What about that? The one thing that lead you here, imagination and you're _killing it dead!_"

"What is your name?" asked the Cyberpony Controller, curious.

"I'm the Doctor," he replied.

"A redundant title, Doctor need not exist. Cyberponies never sicken."

"Yeah but that's it, that's exactly the point!" the Doctor cried. "Oh Cybus, you're a great stallion. I'd call you a genius but I'm here. But everything you've invented was to battle your sickness. And that's brilliant! That is so, so, good. But once you get rid of sickness and mortality, what is there to strive for eh? The Cybeponies won't advance, you'll just stop. You'll stay like this forever! Metal ponies with metal thoughts, lacking the one tiny thing that makes this planet so amazing, so alive! Ponies, ordinary, stupid, brilliant ponies!"

"You are proud of your emotions?" asked the Controller.

"Oh yes!"

"Then tell me Doctor, have you known grief? And rage? And pain?" The Doctor's face darkened, "Yes, yes I have."

"And they hurt."

"Of course."

"I could set you free, would you not want that? A life without pain?"

"You might as well kill me," the Doctor replied.

"Then I take that option," the Controller said, the Cyberponies around them raised their hooves.

"It's not yours to take," the Doctor reminded him. "You are a Cyber Controller; you don't control anything with blood in its heart."

"You have no means of stopping me. I have an army, a species of my own." The Doctor face-hoofed, "You just don't get it do you? An army's nothing. Because those ordinary ponies, they're the key." He looked back at his friends, "The most ordinary pony can change the world." He looked up at the camera behind them, "Some, ordinary Pegasus maybe, an idiot. All it takes is for him to, say-"

* * *

"_Find the right numbers. The right codes, say, for example, the code behind the emotional inhibitor. The code right in front of him!"_ Gear's eyes widened, he set to work, typing away. "_Because even an idiot knows how to use a computer these days. Knows how to get past firewalls and passwords. Knows how to find-"_

* * *

"-something encrypted in the Cybus Family Database under uh, what was it?" asked the Doctor, looking at Clover.

"Binary Nine," he supplied.

"A moron could find that code, the cancellation code. And he'd keep on typing-"

* * *

"_-Keep on fighting, anything to save his friends._" Gear typed even faster, the Doctor was telling him how he could help, not be the tin dog anymore. He could save them, all of them.

"_Your words are irrelevant,"_ the Cyber Controller said, monotonously.

"_Yeah, I talk to mus, that's my problem. LuckyI got you that cheap phone Roseluck, for all out loooong chats._" Gear finally got the code, it popped up onto his screen, 6879760. He pulled out his own mobile phone and texted it to Roseluck.

* * *

"You will be deleted," the Cyber Controller beeped.

"Yes, delete, controls, hash, all those lovely buttons," the Doctor joked. "The of course, my particular favorite, send!" he mimicked pressing a button. Roseluck's phone beeped, she pulled it out. "And let's not forget how you seduced everypony in the first place, by making everything compatible with everything else." Roseluck checked her message and smirked, "It's for you." She tossed him the phone, he caught it expertly in his mouth.

"Like dis," he said, plugging it into the computer. The code appeared on the phone screen, then on all the computers. The Cyberponies twitched, then began screaming and cyring. Sobbing actually as they realized what Cybus had done to them. The Doctor unplugged Roseluck's phone and tossed it back to her, he caught sight of one looking at itself in a shiny screen.

"I'm sorry," he said.

"What have you done!?" demanded Cybus, fury filling his robot voice. One of the cyberpony's heads exploded, sending fire shooting out.

"We gave them back their souls!" the furious Time-Pony cried, "They can see what you've done Cybus! And it's killing them!" Then he, Roseluck, and Lucky Clover turned and they ran for their lives. Things were exploding around them, sending fire and sparks falling down on them. The Doctor stopped, pulled open the emergency exit, but it was filled with writhing Cyberponies.

"There's no way out!" he cried. Roseluck's phone rang suddenly, "_Roseluck? Roseluck! Can you hear me? Head to the roof!"_ Gear cried.

"It's Gear," she explained, "He says head for the roof!" They turned and kept running, dodging falling metal and jumping over fires. Behind them, there came a roar of pure metallic fury as Cybus disconnected himself from the metal throne.

* * *

Soon, they made it up to the roof, fire was beginning to burn through the top. Cybus's massive zeppelin was lowering down towards the docking station.

"Gear? Where'd you learn to fly that thing?" asked Roseluck in awe.

"_Joyboy," _he explained, "_Just hole on Roseluck, I'm coming to get you guys."_

"You can't go any lower!" Steam warned.

"I've got to!" Gear insisted.

"You're going to crush them!"

"There's got to be something," he spotted an emergency pull lever. "Oh, okay." He pulled the lever, a rope ladder unrolled from the bottom of the airship.

"You've got to be kidding me," Clover said as the rope ladder fell down.

"Roseluck, get up," the Doctor ordered. Roseluck began climbing the ladder, the Doctor followed, Clover was last.

"_Hold on tight!" _Gear's voice called through the zeppelin's speakers. "_Welcome to Gear's Airline, please enjoy your flight."_

"We did it! We did it!" Roseluck cried. The Doctor laughed with her, Clover just held onto the ladder, scared out of his wits. Suddenly, something very heavy pulled on the ladder. It was Cyberpony Cybus, climbing up the ladder. The Doctor pulled out his sonic, "Clover! Take this, hold down the button, and press it against the rope!" he dropped the sonic, Clover was barely able to catch it and hold on.

"Do it!"

"Lilly-Luck, this is for her!" Clover cried, pressing the buzzing alien device to the rope. It snapped, sending the Cyber Controller falling down down down into the now burning shell of the Cyber factory. And as he crashed through the roof, the building exploded. The Cyberponies were gone, mostly.

* * *

The Doctor walked back inside the Tardis, pulling out the power cell, he plugged it into the Tardis consolt. The whole thing lit up bright, glowing, whirring. Outside, Roseluck and Clover were walking along the shore.

"So, what happens inside that thing then?" he asked, gesturing to the Tardis.

"Do you want to see?" asked Roseluck.

"No, I don't think so. But oyu two, you know, all that stuff you said about different worlds… Who are you?"

"It's like, you know, imagine there are really those different worlds. Parallel. Worlds where another Lucky Clover, and Lilly-Luck's still alive, and their daughter…" Clover turned, "I've got to go."

"But if you just look inside-"

"No I can', there's all those Cybus factories out there. And all those Cyberponies still in storage. Somepony's got to tell the authorities what happened, carry on the fight," he said.

"Roseluck?" called the Doctor, looking out of the Tardis. "I've only got five minutes of power, we've got to go."

"The Doctor could show you."

"Thank you, for everything," Clover said.

"Dad-"

"Don't. Just, don't." He turned, and walked away. Gear took his place, flying down from the sky.

"Here it is, I found it. Not a crease," he said, handing the Doctor a bundle of clothing.

"My suit! Good stallion!" Steam Fury walked up behind him. "Now then, Steam, We've got to run. But one more thein, Mrs. Mouse, her real name was Sparkler. She's got a husband out there, and kids. Find them, tell them how she died saving the world."

"Yessir!" Steam said, saluting.

"Off we go then," the Doctor said.

"Um, the thing is, I'm staying," Gear interrupted.

"You're doing what?"

"You can't," protested Roseluck.

"It sort of balances out," Gear continued, " 'Cos this world lost Cogs, but there's me. And there's work to be done, with all those cyberponies still out there."

"But you can't stay," Roseluck insisted.

"Roseluck, my gran is here. She's still alive, you remember her yeah?"

"Yeah."

"She needs me."

"What about me? What if I need you?"

"Roseluck, you don't. You've got the Doctor, and he needs you."

"Well, we'll come back, we can travel anywhere. Come and see you yeah?"

"We can't," the Doctor interrupted. "I told you, travel between parallel worlds is impossible. We only got here by accident, fell through a crack in time. When we leave, I've got to fix it. We can't come back." Gear nodded, "It's been good knowing you Doctor." They shook hooves.

"Take Roseluck's phone, it's got the code. Get it out there, stop the factories. And good luck, Gear the idiot," the Doctor said, still smiling.

"Watch it." The Doctor trotted back inside the Tardis, Roseluck pulled out her phone and handed it to Gear.

"Thanks," he said, slipping it into his jacket. "We've had a laugh though, haven't we? Seen it all, been there and back. Who would've thought, ordinary you and me, flying through the stars?"

"All those years just sitting there, imagining what we'd do, we never saw this did we?" asked Roseluck, pulling him into a hug.

"Go on then, don't miss your flight," Gear said, patting her on the back. Roseluck stepped back, and with a last tearful wave, trotted into the Tardis.

"Steam, you want to watch this." The rebels stood there, watching the blue box as it began to fade from existence.

"What the hell?"

"That's the Doctor and Roseluck in the Tardis," Gear explained, smiling. Together, they turned and walked away, "I know it's not easy me looking exactly like Cogs, but I'm a different stallion. But we can remember him by getting rid of those things. Think there's a Cyber Factroy in Prance?"

"Yeah."

"Then let's go liberate Prance."

"What, just you and me?"

"There's nothing wrong with just us two. I once save the universe with a chain and a few friends."

_To be continued in the Idiot's Lantern…_

**Me: Oh, my, Celestia. This was bloody hard to do! All the big words and so many distractions! Homework being one of them.**

**GAH! Please excuse my ranting. Hopefully the next will be easier.**


	9. Episode 8, The Idiot's Lantern

Doctor Whooves

_The Idiot's Lantern_

**Okay, as for the timing of this episode, I'm placing it directly on the day Twilight becomes a princess. And the day before. In my head-canon, that's when TV's finally start getting very popular in Equestria.**

It was a stormy night in Canterlot, Magpie's Electricals was one of the few shops still open at this late hour of the night. The owner of the store, Magpie, an older and greying stallion was working in his counting books. Beside him, against the wall, stacks and stacks of small black and white televisions sat. All of them were off but one.

On the one activated TV, a mare was announcing the credits for an interesting show that had just been playing. She, in black and white, had a dark colored mane, light colored eyes and coat, was wearing a rather fancy looking dress, and was a Pegasus.

"And orchestrations were arranged by Eighth Note," she said, smiling. "And please, tune in again next week for the next installment of the Adventure of the Speckled Band. So from all of us here at Equestria Studios, a very good night." And with that, the signal winked out, leaving a blizzard of static. The stallion set down his quill and rubbed his eyes tiredly, Magpie's shop wasn't doing well at all.

"Two hundred bits in debt," he muttered, yawning, "I need a miracle."

* * *

A block away, in one of the red brick houses on Chestnut Drive, a family was listening to their radio. The son of the house, a Pegasus named Storm (Stormy to his friends and family) was reading a magazine. The mom, Sunshine, was using a sewing machine beside the window. Storm's grandmother was listening intently to the radio, as if it was talking to her.

Over the sound of laughing, static, and sound effects, one could hear the slamming of the door upstairs, a trotting of hooves, and then the father came in. His name was, ironic to the rest of his family, Big Business.

"Our Lord and Master," Gran joked.

"Sunny, I'm going out," he told her.

"Dad?" asked Storm,

"Oh how many times son, we'll see," he said.

"But everypony's getting a telly dad," the colt complained. "Even Mr. Spyglass and the Bells at number 67."

"Well," Business smiled at his son, "perhaps we'll get on for the Coronation. If you're lucky, we'll see. Don't wait up," and with that, he left.

"I heard they rot your brains," Gran said seriously, "Rot them into soup and your brain comes pouring out your ears. That's what television does."

* * *

Rain batter the windows of Magpie's store, a blade of lightning cut the sky, hitting Magpie's TV antenna dead on. It was pink though, the electricity writhed through the antenna and into the store. Magpie was out cold on the desk, snoring, so he didn't notice as one of his TVs turned on. The mare from earlier was on the screen.

"Mister Magpie?" she called in a sing-song voice. "Oh Mister Maaagpie?"

"Wha-" asked the groggy pony, waking up.

"Yoo hoo! Can you hear me Magpie?" asked the mare on the television.

"Yes, I must be dreaming," he muttered.

"Oh no, this isn't a dream," she insisted.

"I'm going mad then."

"Not at all sweetheart," the TV said calmly. Magpie looked at it with wide eyes. "Now, are you sitting comfortably? Good. We can begin." Pink energy seemed to unravel from the telly, lashing out and wrapping themselves around Magpie's head. His face became a blur as it began getting sucked towards the screen. The mare in the TV laughed aloud, Magpie cried out, his screams muffled and distorted.

**TV… TV… *Shakes head violently* Sorry, something stole my brain.**

Roseluck stepped out of the Tardis, this time wearing a denim short sleeved top and a long bright pink skirt that brushed her hooves.

"I thought we were going for the wild era," she said, "You know the fur boas and it was all about being tough." The Doctor looked at her through the Tardis doors, his outfit pretty much the same brown pinstripe suit he always wore, except his hair was combed back in one swoosh instead of spiky all over the place, sort of like Elvis.

"You are kidding me right?" he said, "You want to see Forest Rain, you got to the late 90's. The time before trouble, when ponies thought nightmare Moon was still just a legend." He turned and went further into the Tardis, still talking. "When we can still see musicians in the best style." There was a revving of engines, or it sounded like engines. And out of the Tardis rode the Doctor on a two pony scooter with a little motor on the bottom. He was wearing a blue crash helmet and a pair shades, he looked over at her with a smirk.

"You going my way doll?" he said with a fake accent.

"Is there any other way to go Daddy-o?" replied Roseluck, slipping on her own pink rimmed shades. "Straight from the fridge man."

"Hey, you know the lingo," the Doctor commented as she hopped on the scooter and slipped on her own pink helmet.

"Oh well, me, mum, old movies every holiday off," she said nonchalantly.

"Ah, cool. Let's go!" he throttled the engine, Roseluck yelped in surprise as they sped off down the street.

"So, where we off to?" she asked.

"Equestria Studios," he explained. "Forest performed on one of the shows, there were loads of compliments. If we're lucky, we'll just catch it."

"That'll be the TV studios in, what, Manehatten?" asked Roseluck.

"That's the one!" They stopped at an intersection, looking around. Despite the location supposedly being Manehatten, bright union flags were strung on streamers between buildings and red telephone booths sat on the corners.

"Ha! Digging that Manehatten vibe," Roseluck joked.

"Well, this could still be Manehatten," the Doctor insisted, "I mean, this looks very Manehatten to me. Sort of, Hoofdon-y Manehatten mind you."

"What are all the flags for?"

* * *

Storm should've been quite happy, his dad had caved and bought them a television. But despite this, the whole house was covered with a gloom. The TV was playing and the family was watching, but not watching at the same time. It was singing the happy tune of a foal's program, "_We love Muffin, everypony sing. We want Muffin!"_

"Smashing," Big Business complimented. "Smashing innit? You'd have thought they was in the room with you yeah? Fair do's Stormy, you had a point." He stood up and clicked off the set, then turned to his wife and son, both of which were very very gloomy. "New television. There, that should cheer you up a bit Sunny, give us a smile then?" She looked at him sadly, "I can't. Nothing's the same anymore, not with her-"

"Stop going on about it," Business ordered.

"But her face! What happened to her? That awful face-"

"I said STOP IT!" he roared. _Thud_, all of them looked up at the ceiling, _thud._

"She's awake," Sunshine said frightfully, "I think she's hungry."

* * *

Just outside, a cart had pulled up labeled "Magpie's Electronics". The stallion himself was helping a pair of teenage colts lift it out of the back and into their house.

"There you go sir," Magpie said as the colts carried it inside. "All wired up for the great occasion."

"The great occasion?" asked the Doctor, trotting up with Roseluck right behind him. "What do you mean?"

"Where've you been living, out in Appaloosa? The Coronation of course," Magpie explained, shutting the back of his coach.

"What Coronation is that then?" pressed the Doctor.

"What do you mean? The Coronation."

"It's Princess Twilight's," Roseluck said, the event finally clicking in her mind.

"Oh! Is this 1003?" the Doctor asked, ecstatic.

"Last time I looked, time for a lovely bit of music, what we do best," Magpie replied with a shrug. Roseluck looked around them, noticing the many many TV antennae on the housetops.

"Look at all the TV aerials," she exclaimed. "Looks like everypony's got one. That's weird, back home they were so rare, we all had to pile into one house."

"Not around here luv," Magpie interrupted. "Magpie's Marvelous Tellies, only five bits a screen."

"Oh but this is a brilliant year! Classic!" the Doctor rambled, unaware. "Technicolor, the Crystal Kingdom returns and hosts the Equestria Games! A new kingdom joining the world for bright future, brilliant!"

"Somepony help! Please!" cried a desperate voice, drawing the Time Travellers' attention away from the tellies. A pair of burly looking stallions in black suits were herding another out of a house with a blanket over their head and into a covered wagon.

"Leave him alone!" cried a mare from the doorway, "He's my husband! Please!"

"What's going on?" asked the Doctor. From the neighboring house, Storm came galloping out to see what was going on.

"Oi! What're you doing?" he called to the police.

"Police business," the replied dismissively. "Now get out of the way sir."

"Who did they take? Do you know him?" asked Roseluck.

"Must be Mister Spyglass," Storm explained as the coach began to leave. "It's happening all over the place, their turning into monsters."

"Storm!" roared his father from the front door, "Not one word! Get inside now!"

"Sorry, I'd better do as he says." He turned, and trotted back inside. The Doctor and Roseluck looked at each other simultaneously, then darted over to the scooter.

"All aboard!" called the Doctor as they slipped their helmets on. He revved the engine and took off down the street after the coach. The black coach rounded a corner and they followed, skidding around and nearly throwing Roseluck off the back. But the skidding gave the police a larger difference between the two, so when they rounded another corner and the travelers followed, it was a dead end with a fruit stall in front.

"Lost them, how'd they get away from us?" asked the Doctor, flipping up his helmet's visor.

"Surprised they didn't turn back and arrest you for reckless driving," Roseluck admitted. "Have you ever actually driven one of these things?"

"Stallions in Black? Vanishing police coaches? This is Hoofdon! Not, well, not that!" the Doctor complained.

"Monsters that colt said, maybe we should go and ask the neighbors," suggested Roseluck. The Doctor smirked, "that's what I like about you. The domestic approach."

"Oh, thank you," Roseluck said, beaming. "Hold on, was that an insul-whoa!" the Doctor had started driving again, cutting her off.

* * *

Magpie walked out from behind the desk in his shop, a strange thing hung around his neck. On one of the TV screens was the mare, the one that talked back to you and tried to eat your face.

"I've finished it," he said weakly, holding it out, "As you instructed."

"That's awfully good of you mister Magpie," the TV said, sickly sweet.

"So you'll go soon?" he asked hopefully. "You'll leave me?"

"Oh we'll see, if you're a very good boy," she said.

"Please,

"Please, you're burning me, inside, behind my eyes," begged Magpie, reaching up and rubbing his forehead. "It hurts, even my memories hurt. I just want things back like they used to be."

"Oh but this world of yours is busy, busy, busy," the TV mused, "forging ahead into a brand new age. You can never go back. That's your tragedy. But now, the time is almost ripe Magpie. Cometh the hour, cometh the stallion. Or mare.

* * *

Storm glanced back down the hall behind him and clutched the key in his teeth even tighter. The thumping had continued, it was coming from down the hall.

"Gran?" he asked nervously walking up to the door. "Gran iths me, iths Stormy," he said through the key. "I'm going to come in Gran. Stand back, justh don't, I'm sthorry but I've got to come in."

"What do you think you're doing?" demanded a cold voice from behind him. Storm dropped the key and spun around.

"We've got to help her dad," he stammered.

"Give me that key," his father ordered. When Storm didn't reply, he demanded again. "I said, give me that key _right now._" Sadly, Storm picked up the key and dropped it in his father's hoof. "Don't think I've finished with you yet boy."

* * *

"All the warnings I've given you, end every time, every time you disobey me!" Big Business roared.

"We can't just lock her away," protested Storm.

"Excuse me daisy, I am talking. You can forget that college nonsense, you're going to come and work alongside me, get your hooves dirty for once." _Thump!_ The family looked up at the ceiling, there it was again.

"Oh Celestia," moaned Sunshine, "won't she ever stop?"

"There the Sunny my sweet," Business said rubbing her shoulder. "Come on now, we need to move on. Now let's get these flags up all over the house in honor of her majesties."

"But, what if she's dying?" interrupted Sunny, afraid.

"I AM TALKING!" he roared, making the others jump. "That's better, a little bit of hush." _Ring ring!_ The doorbell chimed loudly, interrupting the obviously so crucial silence. When the door was answered, the Doctor and Roseluck stood outside, smiling like idiots.

"Hi!" they said simultaneously.

"Who are you then?" Big Business said, very confused.

"Let's see then," the Doctor said, getting a good look at the pony in front of him, "Judging by the look of you, family stallion, nice house, decent wage, therefore, I represent Princesses and Country!" he lied, flipping up the psychic paper. "Just doing a little check of how everypony is here in the city before the great day. Don't mind if I come in? Nah didn't think you did, thank you!" He grabbed Roseluck's hoof and they walked right in, completely ignoring whatever Business was about to say.

"Not bad, very nice," the Doctor complimented as they trotted into the living room. "Very well kept, I'd like to congratulate you Mrs?"

"Sunshine," she said shyly.

"Now then, Sunny, I can handle this," Business interrupted. "This gentle-colt's a proper representative. Don't mind the wife, she rattles on a bit."

"Well maybe she should rattle on a bit more," the Doctor replied. "I'm not convinced you're doing your patriotic duty. Nice flags, why are they not flying?"

"There we are Sunny, I told you, get them up," he groaned, face-hoofing.

"I'm sorry…" she muttered ashamedly.

"Get it done, do it now."

"Hold on a minute," interrupted the Doctor.

"Like the gentle-colt says."

"Hold on a minute, you've got hooves Mister. So why is that your wife's job?"

"Well, it's housework innit?"

"And that's a mare's job?"

"Of course it is."

"Okay, sir, what gender are the princesses?"

"They're mares."

"And are you suggesting that they do the housework around Canterlot castle eh?"

"No, not at all."

"Then get busy!" He looked confused for a moment, but grabbed the flags and began to hang them around the room, "Right, yes sir. You'll be proud of us sir. We'll have flags left and right!"

"Right then," he and Roseluck turned and plopped down on the couch, "Nice and comfy. Anyway, I'm and the Doctor and this is Roseluck, and you are?"

"Storm," the colt answered.

"Well sit yourself down Stormy," the Doctor said, scooting aside and patting the chair. Storm awkwardly sat down between the time travelers. "Have a look at this, I love telly, don't you?"

"Yeah, I think it's brilliant," he agreed.

"Good colt! Keep working back there!" The Doctor leaned forward, his voice dropping to a whisper, "Now, why don't you tell me, what's wrong?"

"Did you say you were a doctor?" asked Sunny.

"Yes, I am," the Time-Pony replied.

"Can you help her? Oh please, can you help her Doctor?" begged Sunny.

"Now the Sunny, I don't think the gentle-colt needs to know," interrupted Big Business.

"No, the gentle-colt does," the Doctor corrected.

"Tell us what's wrong, we can help," Roseluck insisted. Sunshine burst into tears, Roseluck got off the couch and went to comfort her, "Sorry, it's alright. It's okay, everything's going to be okay."

"Hold on a minute," the dad said, realizing what was going on. "A representative's one thing, but this is my house! What the-" he threw down the flags. "What the hell am I doing? Now you listen here Doctor. You may have fancy qualifications, but what goes on under my roof is my business."

"A lot of ponies are being-"

"I am talking!" The Doctor rocketed to his hooves and looked the other stallion dead in the eye, "AND I'M NOT LISTENING! Now you Sir are staring into a deep dark pit of trouble if you don't let me help. So I am ordering you, sir! Tell me what's going on!" _Thump! Thump! Thump!_ Big Business looked at the Doctor, thoroughly scared, "She won't stop." _Thump!_

"She never stops." Storm swallowed nervously before speaking up, "It started a while ago. We began hearing stories, all round the place, ponies had changed. Families keeping it secret 'cos they were scared. Then the police started find out. We don't know how, nopony does. They just turn up at the door and take them, any time day or night." The Doctor looked at him, "Show me."

Storm nodded, took the key back from his dad, and led the procession upstairs. Slowly, he unlocked the door at the end of the hall. The inside was dark, but a figure was silhouetted against the window.

"Gran?" asked Storm, nervously. "It's Stormy. It's alright gran, I've brought help." He turned on the lights, revealing his grandmother.

Without a face. Nothing but a mask of stretched skin over her skull. You could see where her muzzle was supposed to be, and her eyes, but they were just gone. The Doctor stepped past Storm and approached the old mare; he leaned in close for a better look.

"Her face is completely gone…" he noted, pulling out the sonic. He scanned it over her face a few times. "Scarcely and electrical impulse left," he added, the sonic sticking out sideways in his mouth. "Almost complete neural shutdown. She's ticking over, like her brain has just been wiped clean."

"What're we going to so Doctor?" asked Storm. "We can't even feed her." _Slam! Crack!_ The front door was knocked down, "We've got company!" called Roseluck.

"It's them, they've come for her!" Sunny said, panicked.

"Quickly, what was she doing before this happened? Where was she? Tell me!" the Doctor asked rapid fire.

"I can't think! She doesn't go anywhere, she was just-" Storm was cut off when a pair of burly stallions dressed in black suits pushed through the door.

"Hold on a minute!" the Doctor said, raising a hoof for them to stop. "There are three important, brilliant, and complicated reasons why you should listen to me. One-" BAM! One of the stallions punched the Doctor, successfully knocking him out and out of the way.

"Doctor!" cried Roseluck, dropping to his side. The stallions threw a blanket over Gran's head and pushed her out of the room, shoving the others aside.

"Leave her alone!" protested Sunny, "No!"

"Doctor!" Roseluck tried again. The stallions shoved the faceless mare downstairs and out of the house, where a black coach was waiting. Inside, the Doctor sat bolt upright, nearly knocking his head into Roseluck, "One hell of a right hook, have to watch out for that." He rocketed to his hooves and galloped out of the room, "Roseluck! Come on!" She followed him, but stopped in front of the living room.

Pink energy was seeping out of the television, she walked in and took a look.

"Roseluck! We're going to lose them again!" the Doctor called, already putting on his helmet. She ignored him, and knelt down next to the TV. She turned the set around, and as the Doctor and his motorized scooter gave chase outside, the last of the energy was pulled into the antenna connection.

"How'd they find her?" she heard Storm asking. "Who told them?" The family returned to their living room, "You! Get the hell out of my house!" Big Business roared when he saw Roseluck putting the television back in place.

"I'm going, I'm done," she said, standing and walking off. "Nice to meet you Stormy, Miss Sunshine. And as for you sir," she turned to the father, "Only an idiot hangs the Equestrian Flag upside down." She smirked at his shocked face, then turned and left. "Shame on you."

* * *

The Doctor sped after the black coach, but it did get away from him. But not far enough, so when he sped around the final corner in time to see a market stall of fruit being pulled in front of a big metal gate. The Doctor stopped riding, stepping off halfway.

"Oh very good," he muttered, "very good." He moved the scooter back around the corner and hid his helmet with it. The Doctor started exploring, finding a metal gate padlocked shut. He pulled out his sonic screwdriver and buzzed on the padlock quickly causing it to pop open with a poof of smoke. He pushed it open and he slowly walked inside, but ducked back as two stallions in black suits walked past away from a cage.

The Doctor looked out of his hiding place, before tip-hoofing over to where the stallions had just been. He looked through the metal gating, inside were about thirty faceless ponies. Foals, mares, and stallions alike, unicorns, pegasi, and earth ponies. To get a closer look, the Time-Pony soniced open the cage and stepped inside. He lit the sonic screwdriver as bright as it would go, making it a flashlight. As he stepped inside, keeping the light bright, the faceless ponies ever so slowly turned to look at him.

They began to close in, following the light, the Doctor backed away. He kept backing away until his flank was pressed into the metal gate. Bright searchlights lit up behind him, the Doctor looked back, squinting to see the figures standing in front of the massive magnifying glasses making the lights of a couple lamps like that of many more.

"Stay where you are!" ordered one of them.

* * *

Roseluck pushed open the door to Magpie's Electricals, the stallion himself walked out from behind a beaded curtain at the back of the shop.

"Oh, I'm sorry Miss," he stammered, surprised. "I'm afraid you're too late, I was just about to lock the door."

"But I want to buy a telly," Roseluck lied.

"Come back tomorrow please."

"You'll be closed won't you?" Magpie looked confused, "What?"

"For the big day? The coronation?" Roseluck reminded him.

"Oh, yes. Of course. I'm sure you'll find somewhere to watch it, please go."

"Seems half of Hoofdon's got a television since you're practically given 'em away," Roseluck noted.

"I have my reasons."

"And what are they?" _Bzzzrt, click,_ one of the TVs turned on. "Hungry!" cried the mare on the screen, "Hungry!"

"What's that?" asked Roseluck.

"It's just a television, one of those modern programs," Magpie stammered, trotting over to the door. "Now I really do think you should leave."

"Not until you've answered my questions, how come your TVs are so cheap?"

"It's my patriotic duty, seems only right as many ponies as possible get to watch the coronation," Magpie lied. "We have to be proud of everything we can, twenty million ponies they reckon'll be watching. Imagine that. And twenty million ponies can't be wrong, eh? So why don't you get yourself back home and get up bright and early for the big day?" Magpie opened the door, motioning for her to leave.

"Nag, I'm not leaving till I've seen everything," Roseluck replied, rolling her eyes.

"I need to close."

"Mister Magpie, something's happening out there. Ordinary ponies are being struck down and changed and the only thing new in the house is a television. Your television. What's going on?" Magpie looked at her sadly, "I knew this would happen. I knew I'd be found out." He pulled a key from his jacket, and locked the door.

"Alright then, it's just you and me," Roseluck said, "You going to come clean then? What's really in it for you?"

"Some peace," he replied.

"From what?"

"From her," he pointed to the mare on the TV.

"But that's just a mare on the telly, just an image."

"What a pretty filly," the TV said suddenly. Roseluck whirled around, staring awestruck at the TV. "Oh my gosh, are you talking to me?"

"Yes I'm talking to you little one," the TV mare replied. "Unseasonably chilly for this time of year don't you think?"

"What, are you?" asked Roseluck, leaning in closer for a better look.

"I'm the Wire," she replied, "And I'm hungry!" The pink energy lashed out from the telly, wrapping around Roseluck's face and pulling. She cried out in surprise but couldn't move, "Magpie! Help me!"

"Just think of the audience tomorrow my dear," he said sadly, "All settling down to watch the coronation. Twenty million ponies. Things will never be the same again. I'm sorry. I'm so sorry."

* * *

Detective Inspector Rook, as in like, chess, looked at the stallion they'd found with the faceless ponies. He certainly didn't look like a criminal, quite the opposite in fact. But Rook still needed to do his job. He turned to the Doctor, who was sitting behind a metal desk cluttered with papers, "Start from the beginning, tell me everything."

"Well, for starters, I know that you can't lick your elbow no matter how hard you try," the Doctor began, smirking ever so slightly.

"Don't get clever with me," Rook ordered. "You were there today at Chestnut Drive, and now breaking into this establishment. Now you're connected with this, make no mistake."

"Well, the thing is, Detective Inspector Rook,"

"How do you know my name?"

"It's, written inside your collar," the Doctor explained.(:D Sherlock moment!) "But I can't help thinking, Detective Inspector, you're not exactly doing much detective inspecting are you?"

"I'm doing everything in my power-"

"All you're doing is grabbing those faceless ponies and hiding them as fast as you can. No, wait, don't' tell me, orders from above hm? Coronation day. Everypony's on high alert so any sort of problem just gets swept out of sight."

"We can't cause a panic."

"But doesn't it drive you mad?" asked the Doctor, "Doing nothing? Don't you want to be out there, searching?"

"Of course I do, but, with all the crowds expected, we haven't got the pony power. Even if we did, this is beyond anything we've ever seen!" Rook slumped into the other chair, "I just don't know anymore. Twenty years on the force, I don't even know where to start. We haven't got the faintest clue what's going on."

"Well, that could change," the Doctor stated, standing up.

"How?"

"Start from the beginning, tell me everything."

* * *

"We started finding them about a month ago," Rook explained, pulling down a map of Hoofdon and Canterlot, "Ponies left san visage, faces just blank."

"Is there any sort of pattern?" asked the Doctor, his smarticle specs on.

"Yes, spreading out from North Hoofdon. All over the city, unicorns, earth ponies, pegasu, the only real lead is the alarming number on-"

"Chestnut drive." The door to the office was thrown open, two mares in police uniforms trotted in, bringing another faceless pony under a blanket in with them.

"Found another one sir," one of them reported.

"Oh, good. Here we are Doctor, take a good look. See what you can deduce." He looked over at the covered pony, and when the blanket was removed, gasped in surprise.

"Roseluck," the Doctor said, shocked. There she was, face just gone. Nothing but stretched skin over an empty skull.

"You know her?" asked Rook. The Doctor stepped closer to his friend, "Know her? She's…" he trailed off.

"They found her in the street apparently, over by (something) Square."

"That's weird, first one out in the open. If one of these happens in public tomorrow we'll have Torchwood down our backs for it."

"They did what?" asked the Doctor.

"I'm sorry?"

"They left her where?" he demanded.

"Just in the street," Rook replied. The Doctor looked back at his friend, "In the street. They left her in the street. They took her face and just chucked her out and left her. And as a result, that make thing simple. Very very simple. Do you know why?"

"No."

"Because now, Detective Inspector Rook, there is no power on this planet that can stop me! Come on!"

* * *

The day had come, the coronation of Princess Twilight. And already so early in the morning, ponies were already gathering and readying for the parties that would come. Long wooden foldup tables were being set up in the street and laden with a massive feast.

But the situation wasn't all happy, one house was certainly gloomy.

"You've had your fun with your little Doctor," Big Business growled, "But now you're left with me. So you'll behave yourselves, and _smile._" Sunshine smiled weakly and somewhat sarcastically to her husband. He nodded, then ushered his family into the living room with the rest of the family, who were settling down in front of the brand new telly to watch the coronation.

The parade was just beginning, singers and everything.

"Sunny, just look at the telly, marvelous. The picture's so clear," Aunt Daisy complimented.

"Hey, Daisy," call Business, "I says to Sunny, I says, you don't need to gety your mane done special luv. The Princess won't be able to see you!" that got a laugh.

"Where's your mum then? She can't go missing it," Daisy asked.

"Sorry, she uh, can't make it down," Sunny lied.

"Oh, okay then. Maybe we could pop up and see her later."

"Maybe you could," Stormy agreed, "It's a good idea. What do you think dad? Maybe Aunty Daisy can go see Gran later?" Business glared at his son, "Oh he loves his Gran this one. Proper little mummy's colt."

"Oh you now they say about them, you'll want to beat that out of him."

"That's exactly what I'm going to do." _Ding!_ The doorbell rang, "I'll get it," volunteered Storm before his father could interject. He stood up and trotted out of the living room. Storm opened the front door, "Stormy, talk to me. I need to know exactly what happened inside your house," the Doctor ordered, DI Rook right behind him.

"What in blazes do you think you're doing?!" demanded Storm's father coming up behind him.

"I want to help dad," Storm insisted.

"Sir-"

"Shut your face whoever you are! We can handle this ourselves. Listen you little twerp, you're hardly out of the blooming cradle so I don't expect you to understand. But I've got a position to maintain, ponies round here respect me, it matters what ponies think!"

"Is that why you did it dad?"

"What do you mean? Did what?"

"Ratted on Gran," Storm replied, "How else would the police know where to look unless some coward told them."

"How dare you! Do you think I-"

"No, I'll say what I like, _dad._ You've been ratting on everypony haven't you?"

"Is that true?" asked Sunshine, walking out of the living room to see what the commotion was about.

"I-I did it for us Sunny," Big Business stammered. "She was filthy , a filthy disgusting thing!"

"She's my mother. All the others you informed on, all those ponies in our street, our friends."

"I had to, I-I did the right thing-"

"The right thing for you maybe. You go Stormy, go with the Doctor and do some good. Get away from this house, it's poison," Sunshine glared at her husband, "We had a monster under our roof but it wasn't my mother!" She slammed the door shut, leaving a shocked Big Business on the doorstep.

"Storm?" asked the Doctor, the colt nodded, then turned and followed him and Rook.

* * *

"Tell me about that night Storm, the night she changed," said the Doctor.

"She was just watching telly," Storm explained.

"Roseluck said it, she guessed it straight away! Of course, all these antenna on one street, how come?" asked the Doctor.

"A stallion up the road, Mr. Magpie, he's selling them cheap," Storm explained.

"Is he now?" mused Rook.

"Come on!" the trio galloped down the street, stopping at Magpie's Electricals, closed for the day. So the door was locked, no matter for a sonic screwdriver. And despite how Rook protested, they broke in anyways.

"Shop! If you're here, come out and talk to me!" called the Doctor, trotting right up to the counter. He rang the bell repeatedly, "MAGPIE!"

"Maybe he's out," suggested Storm.

"Looks like it," the Doctor replied, trotting around the desk. He ducked down and began to search the drawers, "Oh hello, this isn't right. Very much not right." He pulled something out of one of the drawers and dropped it on the desk. It was the portable TV Magpie had made. The Doctor licked it, "Tastes like iron, bakelit. Put together by pony hooves yes, but the design itself." He flipped it over and pulled out the sonic. "Oh bootiful work, dat is sho simple."

"That's incredible," Rook exclaimed, "It's like a television, but portable." The Doctor raised his sonic into the air, "Is not dee only powa source in da room." (A/N: If the weird spelling messes you up, it's like when you talk with something in your mouth, I'm getting better at it.) When he raised it into the air, the other television screens lit up, each with a face on it, silently screaming for help. Storm walked up to one, "Gran?" The Doctor walked up to another, it was Roseluck. She was calling for him.

"I'm on my way," he whispered.

"What do you think you're doing?!" cried a voice, Magpie.

"I want my friend restored, and I think that's beyond a little backstreet electrician," the Doctor said stiffly standing up. "So tell me, who's really in charge."

"Yoohoo!" called a voice, meshed with static. "I think that must be me." All eyes turned to the largest of the TVs, where the Wire was using the mare's image to communicate with them. "Ooh, this one's smart as paint."

"Is she talking to us?" asked Rook.

"I'm sorry gentlecolts, I'm afraid you brought this on yourselves," Magpie said grimly, "May introduce you to my new friend."

"Jolly nice to meet you," the Wire said with a sarcastic smile.

"By Luna's moon, it's her, that mare off the telly!" Rook cried.

"No, it's just using her image," the Doctor explained, glaring at the TV.

"What, what are you?" asked Storm.

"I'm the Wire, and I will gobble you up pretty foal," she said. "Every last morsel, and when I have feasted, I shall regain my corporeal body, which my kind denied me." The image transformed, becoming colored, the mare looked quite a bit like Rarity.

"Sweet Celestia, color television!" Rook said, shocked.

"So your own ponies tried to stop you?" the Doctor asked.

"They executed me, but I escaped in this form and fled across the stars," the Wire declared.

"And now you're trapped in a television," the picture returned to black and white.

"Not for much longer."

"Doctor, is this what got my Gran?" asked Storm.

"yes Stormy, it feeds off the electrical activity of the brain," the Doctor explained, "But it gorges itself like a great big overfed pig, taking ponys' faces, their essences. Stuffing itself silly."

"And you let her do it Magpie," Rook acused.

"I had to. She allowed me my face. She's promised to release me at the time of manifestation," Magpie explained.

"What does that mean?" asked Storm.

"Doctor, the coronation!"

"For the first time in history, millions gathered around a television set. But you're mot strong enough yet, are you? You can't do it all from here. That's why you need this," he held up the portable TV. "You need something more powerful! This will turn a big transmitter into a big receiver."

"What a clever thing you are," the Wire said, "But why fret about it? Why not just relax? Kick back and enjoy the coronation, believe me, you'll be glued to the set," she smiled evilly as pink energy whipped out of the TV. They caught hold of the Doctor, Storm, and Rook and began to eat their faces. The Wire cackled with laughter, unaware of what the Doctor was doing. And then she noticed the sonic screwdriver, "AH! Armed! He's armed and clever! Withdraw, withdraw!"

The trio collapsed, Storm and the Doctor still with their faces, Rook without.

"The box Magpie! The Box!" cried the Wire. Magpie quickly trotted over and took it from the unconscious Time Pony, hanging it on his own neck. He held it up to the TV set, and with a flash of pink energy, the Wire had transferred from the telly to the portable TV.

"Conduct me to my victory Magpie," she ordered, sickly sweet. The stallion nodded, dropped the TV letting it hang, and galloped out of the store, racing towards Equestria studios. Not long after he'd gone, the Doctor sat bolt upright, rubbing his head. He looked around, noticed the blank police pony and unconscious colt.

"Storm, wake up! Stormy come on!" the Doctor called, shaking Storm.

"What happened? Where's Magpie?" asked Storm, sitting up.

"I don't know!" the Doctor shot to his hooves and ran outside, Storm followed, "We don't even know where to start looking, it's too late."

"It's never too late," the Doctor scoffed, "As a wise pony once said. Kale, I think the Wire's got big plans. What's it need? Come on, think! Yes, yes, it's got to harvest half the population. Millions and millions of ponies and where are we?"

"Mosswell Hill," Storm explained.

"Mosswell hill, Mosswell hill! Which means Celestia Studios, ha!" he pointed off in the distance, wehre a massive silver antenna was pointing towards the sky. "Biggest TV transmitter in Equestria, oh, that's why it chose this place! Storm!"

"What are you going to do?"

"We're going shopping!" the Doctor dashed back into the store and into the back. He began grabbing everything he could, machines, light bulbs, wires, circuits, the whole nine yards.

"Is this what you want?" asked Storm, holding up a large valve. The Doctor glanced at it, "Perfect! Right, I need one more thing." He handed the collection of parts to Storm and they raced outside. Though, I might say, it is hard to run when you've got a pile of machines and crap on your back. But the Doctor got what he needed with a stop off at the Tardis.

* * *

Magpie was out of breath when he reached the studios, the Wire kept crying out, "HUNGRY! Feed me!"

"I can't do this," Magpie gasped, "please don't make me!"

"The time is at hoof Magpie," the Wire cried, "Feed me!" the poor stallion sucked in another breath, and raced up the fire escape towards the roof.

"There he is!" cried Storm, as he and the Doctor rounded a corner.

"Come on!"

"Wait wait wait!" cried a guard, "Where do you think your-" the Doctor rolled his eyes, and despite his complications attempting to build something on his back while running, he flipped up the psychic paper and the guard let them pass into the studios.

"Who'd he think you were?" asked Storm, the Doctor check his paper, "Prince Blueblood apparently. Yech." Once inside the studio, the Doctor finally finished his odd contraption. Wrapping a coil of copper wire around his head, he said to Storm, "Keep this switched on. Don't let anypony stop you Stormy. Everything depends on it, you understand?" the colt nodded. The Doctor turned to leave, "Wait."

"What?"

"If that thing is made of electricity, won't it kill you?" asked the colt. The Doctor thought about this, "Oh, good point," and grabbed a set of heavy duty rubbed gloves off the desk. He put them on his hooves, nodded once more to Storm, and galloped outside. Magpie was almost to the top of the transmitter. The Doctor climbed to the rooftop of the building, ignoring the guard calling after him, and began to scale the antenna.

Magpie stopped climbing and untied the TV from his neck. He pulled a cord out of the side, and struggling to hold on, plugged it into the antenna. Red energy filled the screen of the tiny television and stretched out into the sky like tentacles of electricity. Each beam went into a TV aerial, into a TV, and began sucking the faces off of anypony watching.

"Oh feast!" the Wire cried, "The Wire is feasting!" The Doctor had finally reached the top of the transmitter, Magpie looked down at him and with a terrified cry said: "It's too late! It's too late for all of us!"

"I shall consume you Doctor," promised the Wire.

"I won't let you do this Magpie!" cried the Time-Pony.

"Help me Doctor! It burns, she took my face, my soul!" cried Magpie.

"You cannot stop the Wire," it insisted, "Soon I shall manifest."

"No more of this! You promised me peace!" protested the stallion it had used.

"And peace you shall have," the Wire replied. A blast extra bright energy lashed out from the antenna and blasted poor Magpie into black atoms. The Doctor almost laughed.

"Been burning the candle at both ends?" he asked, "You've overextended yourself missy. You shouldn't have had a crack at poor Magpie there." He reached over and snatched the TV, only receiving a minor shock, the tiny image of the Wire looked shocked.

"Rubber gloves, never leave home without!" the Doctor cried. Grabbing the copper cable in his teeth, he plugged it into the other side of the TV, nothing happened. The Wire laughed, "Oh dear. Has our little plan gone horribly wrong Doctor?"

* * *

Storm jumped in surprise as one of the valves on the Doctor's contraptions blew, causing a cascade of sparks. Now this colt was no Time-Pony, but he knew that was bad. He unscrewed the broken one and searched around rapidly for a replacement. Storm found one and plugged it in swiftly. More sparks, a whizz, and it was up and running!

* * *

The red energy was sucked out of the houses and pulled back to the transmitter, the Wire screamed. The ponies it had been feasting on still had their faces, but boy were they shocked. The Doctor punched the air, then remembered he actually had to hold onto the metal.

"It's close down, I'm afraid," he said as the Wire's screen went dark, "and no epilogue." He grabbed the broken telly, hanging it on his own neck, and began to climb down. He jumped off the bottom and galloped down stairs, trotting into the control room where Storm was watching the end of the coronation.

"What have I missed?" he asked.

"Doctor! What happened?" asked Storm, whirling around to look at him.

"Sorted," the Time-Pony replied with a shrug. "Electrical creature, TV rechnology, clever alien life, that's me by the way. I turned the receiver back into a transmitter and trapped the Wire," he pressed a button on the device and pulled out a black tape, "in here. I just invented the home video fifteen years early." He chuckled.

"Whaddaya know?"

* * *

When the Wire was trapped, it released all the mental energy it had stolen. Leaving a few now-faced-ponies trapped in a metal gate cage in the back room of an abandoned warehouse that the police had been using as a temporary cage. Of course these ponies were released only minutes after their faces were returned, because that's when they started panicking. So there they stood, a crowd of random ponies standing in a street. The released foals were playing a game of chase, the adults were trying to make sense of what was going on.

When Storm finally arrived, he immediately found and tackle hugged his grandmother. The Doctor smiled, but there was a problem. Where was Roseluck? He didn't need to look far, because she had already found him. He yelped in surprise as she tackled him to the ground in a hug.

"Hey you! What took so long?" she asked. "And what's with the rubber gloves?"

* * *

Sunshine dropped the heavy suitcase at her husband's hooves and looked him straight in the eye, "This was never your house, it's in my mother's name. and on her behalf, I'm telling out. Get, out." Big Business let out a flustered grumble but picked up the suitcase and left. Outside on Chestnut Drive, a party was in full swing.

The music was loud and there was food aplenty.

"We could go to the Mall, join the crowds," suggested Roseluck as she and the Doctor strolled down the street.

"Nah, that's meh. This is history right here," the Doctor replied, gesturing with a still gloved hoof around them.

"The domestic approach."

"Exactly." Roseluck glanced at the Doctor's pocket, "Will it, that thing, is it trapped for good on video?"

"Hope so, just to be safe however, I'll use my unrivaled knowledge of transtemporal extirpation methods to neutralize the residual electronic pattern," he replied. Roseluck looked at him, "What?"

"I'm going to tape over it."

"Just leave that to me, I'm always doing that." The stopped walking and took seats next to the table on either side of Storm, who was helping himself to a fruit salad.

"Tell you what Storm, you can have the scooter," the Doctor told him, pointing to the motorized foal's toy on the other side of the street. "Just, don't show off." Across the street, a disgruntled Big Business left his house wearing an over coat and carrying a too big suitcase. Storm smirked, "Good riddance."

"Is that it then Stormy? New princess, new age, new world, no room for a stallion like Big Business over there," the Doctor said.

"That's right, he deserves it."

"Storm, go after him," Roseluck ordered.

"What for?"

"He's your dad."

"He's an idiot."

"Of course he is, like I said, he's your dad. But you're clever, clever enough to save the world, so don't stop there." She pat the colt on the back, "Go on." Storm thought for a moment, but nodded, and chased after his dad. When he caught up, he tapped his father on the shoulder and took the massive suitcase. The Doctor smiled, he picked up a small glass of orange juice and handed it to Roseluck. She nodded a thank you, raised it high in the air, and cheered for the new princess.

_To be continued in, the Impossible Planet…_

**Me: Sorry for this being a tad late, fall break wasn't as free as I wanted it to be. Please don't give up on me! I'm going to keep going and nothing is going to stop me. Oreos to whoever gets the theme song refrence.  
**

**Random Ood: the beast will rise.**

**Me: okay, that may cause me a bit of trouble... RUN!**


	10. Episode 9, The Impossible Planet

Doctor Whooves

_The Impossible Planet_

**Not impossible, just very unlikely.**

**Oh, and, author's note, sorry everypony. I've got to adjust my writing schedule. One chapter/episode every two weeks. Again, I'm sorry, I'm so sorry.**

When the Tardis, materialized, making its normal noise but stuttered, like it was sick. The light blinked erratically, they dimmed as it landed. It was in a very tight space. Barely large enough for two ponies, both of which stepped out from the even smaller box.

"I don't know what's wrong with her," the Doctor was explaining, stepping out and stroking the closed Tardis door. "She's sort of queasy, indigestion, like she didn't want to land." He had the same feeling, a pit in his stomach matching the Tardis's uneasiness.

"If you think there's going to be trouble, we could always get back inside and go somewhere else," suggested his companion, Roseluck. The two looked at each other, and burst into laughter.

"Ha! I think we landed in a cupboard," the Doctor said, breathing deep so he stopped laughing. "Here we go." he soniced the door, it opened with a hiss and a robotic: "_Open door 15._"

"Some sort of base," the Doctor explained as they stepped into the hall, "Moon base, sea base, space base. They build these things from kits."

"_Close door 15._" The walls were ugly mustard yellow and the floor a black grated metal that clanked underhoof. Wires and pipes ran along the walls, hissing steam and hanging loose. A horribly grating and crashing sound was banging against the walls of the base, "Glad we're inside, sound like a storm out there," Roseluck commented. The Doctor turned the round handle on the next door and pushed it open, "_Open door 16_." It opened into another corridor. "_Close door 17."_

"Equestrian design," the Doctor noted as they walked into the next hall. _"Open door 17."_ The walls were a dirty white and the ceiling was covered with a blacked out glass. There were yellow low metal swivel chairs around metal tables riveted to the ground. "_Close door 17._" A big three was painted on the wall, so was a message with strange alien symbols underneath. "You've got a thing about kits. This place was put together like a flat pack wardrobe only bigger. And easier. Oh, it's a sanctuary base. Deep space exploration. We've gone way out, and listen to that under the storm, somepony's drilling."

Roseluck looked around them, "Welcome to hell," she read.

"Oh it's not that bad," the Doctor said.

"No, over there," she gestured to the message written on the wall in large black letters that looked more like scratches. The symbols were written vertically, in columns instead of rows beneath. The time travelers trotted over, the Doctor knelt down and inspected the writing.

"Hold on, what does that say? That's weird, it won't translate," he muttered, putting on his black glasses.

"But I thought the Tardis translated everything, writing as well. We should see Equestrian," Roseluck added.

"Exactly, if that's not working, then it means this writing is old," the Doctor explained. "Too old. Impossibly old." They stood and trotted over to another door, the Time-Pony removed his glasses. "It means we've gone beyond the reach of the Tardis' knowledge, not a good move and if somepony's lucky enough-" he opened the next door and jumped back in surprise.

Standing in the door were a lot, and I mean a lot, of bald, squinty eyed, tentacle filled mouthed creatures each carrying an orb attached to their blue uniforms. Their muzzles were shorter than a pony's, replacing the extra length were red speckled pink tentacles things, among the tentacles was a clear tube connecting to the orb. Both time travelers stepped back in fright, the strange creatures looked at them.

"Oh! Right," the Doctor stammered, "Hello, sorry. I was just saying uh, nice base."

"We must feed," all the creatures said at once, stepping into the room from the open doorway.

"You've got to what?"

"We must feed," they repeated, approaching.

"Yeah, I think they mean us," Roseluck said nervously. The other doors swung open, allowing more of those things to enter, almost chanting: "We must feed." Both travelers continued to back away until they were pressed into the wall, the Doctor pulled out his sonic screwdrivers and aimed it at the creatures. Roseluck hid behind the Time-Pony, scared of the odd tentacle creatures surrounding them.

**Cue the theme song!**

The creature closest to them stopped, motioning for the others to do the same. He tapped the ball pinned to his shirt with one hoof, "We must feed you, if you are hungry," he said.

"Thorry?" asked the Doctor, his words sounding weird because of the sonic screwdriver in his mouth.

"We apologize," it continued, "Electromagnetics have interfered with speech systems. Would you like some refreshment?" The Doctor looked at Roseluck, both of them speechless.

_"Open door 18,_" the door behind the odd creatures opened and a trio of ponies ran in. Each was dressed in black clothes and gun holsters, each with their own machine gun. The leader, Night Moon, demanded, "What the hell? How did-" he looked up at the time travelers and gasped. He lifted a hoof to his mouth, on it was a black communicator device, "Captain, you're not going to believe this. We've got ponies, out of nowhere. I mean real ponies, two real living ponies right in front of me!"

_ "Don't be stupid,_" a voice over the communicator snapped, "_That's impossible."_

"I suggest telling them that."

"But you're in space," Roseluck said, confused, "You must have visitors now and then. It can't be that impossible."

"You really no idea where you are?" asked Night.

"No idea, it's more fun that way!" the Doctor chirped.

"_Stand by everypony," _a voice over the broadcast system warned, "Buckle down, we have incoming. And it's a doozy, quake point five on its way." Night Moon opened the door again, "Through here, come on then, quickly!" He, his fellow soldiers, Roseluck, and the Doctor rushed out of the room with the aliens in tow.

"Move it! Come on! Keep moving, come on! Quickly!" Night cried as they galloped down the corridor, the base shaking around them, the quake already building. They ran through two corridors, and down into the central hub, where even more ponies dressed in black outfits and working at the computers. Two that were with Night raced to the computers, making there a total of six other ponies in the room.

There was Ida Bee, the science officer of the team, a unicorn with black and yellow mane and a sunset orange coat and a test tube cutie mark. Zachary Cross Flame, the team captain, an earth pony with a dark maroon coat and a darker mane and a sheriff's badge cutie mark. Night Moon, head of security, a Pegasus grey blue coat and a sky blue mane and a pistol cutie mark. There was Moral Stone, an earth pony and head of the Ethics committee, long black hair and a white coat with a judge's gavel cutie mark. Hieroglyph, the team archeologist, a unicorn green coat and even lighter green mane, his cutie mark was an eye of Horus. And Scootalooze, Scooti for short, mechanic trainee, a Pegasus with an orange coat and purple mane and the cutie mark of a wrench.

(Eep, so much describing)

When Night Moon, his soldiers, and the time travelers ran into the hub, Captain Zach gasped. "Oh Celestia, you mean it."

"Ponies!" Scooti cried, "Look at that, real ponies!"

"That's us," the Doctor piped, "Hooray."

"Yeah, definitely real," Roseluck continued. "My name's Roseluck, and this is the Doctor."

"Come on," Moral complained, "The oxygen must be offline. We're hallucinating. They can't be, no, they're not real." He stood up and trotted over to them, "They're real!"

"Come on, we're in the middle of an alert!" cried the captain, "Moral, strap up. The quake's coming in, impact in thirty seconds! Sorry you two," he apologized to Roseluck and the Doctor, "whoever you are. Just hold on tight, really tight."

"Hold on to what?" asked Roseluck.

"Anything, I don't care. Just hold on. Ood, are we fixed?" he asked.

"Your kindness in this emergency is much appreciated," the apparent "Ood" replied.

"What's this planet called anyways?" asked the Doctor.

"Now don't be stupid," Ida Bee scoffed, "It hasn't got a name. How could it have a name? You really don't know do you?"

"And, impact!" called the captain. The whole facility jerked sideways, anypony who wasn't holding tight to something fell flat on their face.

"Oh, well that wasn't so bad," the Doctor noted. Then the planet shook again, this time much fiercer, one of the consoles burst into flame. Then it stopped, there was a moment of silence, then a collective groan.

"Okay, that's it," Captain Zach called, "Everypony alright? Speak to me Ida."

"Yeah!" she called, pulling out a fire extinguisher.

"Moral?"

"Fine."

"Hieroglyph?"

"Yeah, fine."

"Scooti?"

"No damage."

"Night?"

"Check!"

"We're fine," added the Doctor, "Thanks, yeah don't worry about us."

"The surface caved in," Zach reported, "I deflected it onto storage five through eight. We've lost them completely. Hiero, go check it out."

"That's not my department," he complained.

"Just do as I say yeah?" Hieroglyph rolled his eyes and trotted out of the room.

"Oxygen holding," Ida reported. "Internal gravity fifty point six. We should be okay."

"Nevermind the earthquake," Roseluck retorted, sitting up, "That's one hell of a storm. What is that, a hurricane?"

"You'd need an atmosphere for a hurricane," Scooti replied, "There's no air out there. It's a complete vacuum."

"Then what's shaking the roof?" asked Roseluck.

"You're not joking," Ida said in disbelief. "You really don't know, well introductions. I'm Ida Bee, science officer. Zachary Cross Flame, acting captain. You've met Mister Night Moon, head of security. Moral Stone, ethics community-"

"Not as boring as it sounds!" he piped.

"And that stallion who just left was Heiroglyph, archeology and this," she wrapped a hoof around Scooti's shoulder, "Is Scootalooze. And this? This is home," she reached over and pulled a lever.

"Brace yourselves, the sight of it sends someponies mad," Zach warned. The ceiling slowly began to open, revealing a swirling vortex of pure blackness. Swirls of dust, stones, and glowing things were pulled towards the black hole, disappearing in the inky depths.

"That's a black hole," Roseluck gasped.

"But that's impossible," the Doctor said, eyes wider than normal.

"I did warn you."

"We're standing under a blackhole!" the Doctor cried.

"In orbit," Ida added smugly.

"But we can't be," the Doctor insisted.

"This lump of rock is suspended in perpetual geostationary orbit around the black hole without falling in," Ida said smugly, "Discuss."

"And that's bad yeah?" Roseluck asked.

"Bad doesn't cover it," the Doctor said gravely. "A black hole's a dead star. It collapses in on itself, in and in and in until the matter's so dense and tight it starts to pull everything else in too. Nothing in the universe can escape it, light, gravity, _time_. Everything just gets pulled in and crushed."

"So, they can't be in orbit, we should be pulled in!"

"We should be dead."

"And yet here we are," Ida said, "Beyond the laws of physics. Welcome on board."

"But if there's no atmosphere out there, then what's that?" asked Roseluck pointing outside. Clouds of dust were swirling outside towards the black hole, "Stars break up, gas clouds. We have whole solar systems being ripped apart above our heads, before falling into that thing," Ida explained.

"So, a bit worse than a storm then."

"Just a bit."

"Just a bit yeah."

"The rocket link's fine," Hieroglyph reported, trotting in with a bunch of scrolls tucked in his saddlebags. Captain Zach called up a hologram of the planet over his console, the others automatically gathered around.

"That's the black hole," he explained, "officially designated K three seven Gen five."

"In the scriptures of Falltino, this planet is called Kroptor," Ida added, "The bitter pill. The black hole was said to be a demon, it was tricked into devouring the planet, only to spit it out, because it was poison."

"The bitter pill, I like it," Roseluck commented.

"We are out so far, lost in the drifts of the universe, how did you even get here?!" asked the Doctor, looking at the hologram. A funnel of blue light appeared, reaching off the planet into space.

"We flew in. You see, this planet's generating the gravity field. We don't know how, but it's kept in constant equilibrium against the black hole, without an alicorn supporting it. And the field extends out there as a funnel, a distinct gravity funnel reaching out into clear space. That was our way in."

"You flew down that thing? That must've been like a roller coaster."

"By rights, the ship should've been torn apart. We lost the Captain, he was an alicorn, supposed to take hold of the planet in case the gravity collapsed. His death is what put me in charge," Zach explained.

"You're doing a good job," Ida complimented, turning and getting back to work.

"Yeah, well, needs must," he replied with a shrug.

"But if the funnel closes, we're stuck here," Moral Stone added.

"We had fun speculating at that," Scooti piped.

"Oh, that was the word, _fun_," he said sarcastically, using a scroll and batting her head.

"But that field would take phenomenal amounts of power, I mean not just big but off the scale!" the Doctor exclaimed, "Can I?" He motioned for the yellow calculator by the hologram.

"Sure, help yourself." The Doctor set to work, turning the hologram over and examining the planet hologram. Roseluck turned and walked away, already having gotten bored. One of the weird tentacle creatures stopped her, holding out a plastic cup filled with water.

"Your refreshment," it said.

"Oh yeah, thanks," she replied, taking it off its hoof with her teeth. "What'd you shay your name vas?"

"We have no titles, we are as one," the creature replied.

"uhh," she turned to Moral, setting the cup on a desk, "What are they called?"

"Oh come on, where have you been living?" he asked sarcastically. "Everypony's got one."

"Well not me, what are they?"

"They're the Ood."

"The Ood?"

"The Ood."

"Well, that's ood," Roseluck joked.

"Very ood," Moral replied, "But handy. They work the mine shafts. All the drilling and stuff, supervision and maintenance. They're born for it, basic slave race."

"You've got slaves?"

"Don't start," Scooti interrupted, "She's like one of that lot. 'Friends of the Ood'."

"Well, maybe I am, yeah. Since when do ponies need slaves?" snapped Roseluck.

"But the Ood offer themselves. If you don't give them orders, they just pine away and die," Moral explained. Roseluck rolled her eyes and turned to a nearby Ood, "Seriously, you like being ordered about?" It nodded, "We have nothing else in life."

"Yeah, well, I used to think like that, a long time ago," Roseluck muttered.

"There we go!" she heard the Doctor cry, "Do you see? To generate that gravity field, and the funnel, without any magic whatsoever, you'd need a power source with an inverted self-extrapolating reflex of six to the power of six every six seconds."

"That's a lot of sixes," Roseluck noted.

"And that's impossible," the Doctor continued.

"It took us two years to work that out," Zach gasped.

"I'm very good," he boasted.

"But that's why we're here," Ida explained, "This power source is ten miles below through solid rock. Point Zero. We're drilling down to try and find it."

"It's giving off readings over ninety stats on the Blazin scale," Zach added.

"We could use it to fuel the Empire," Night Moon called.

"It could revolutionize modern science," Ida suggested.

"Or start a war," the Doctor said grimly.

"It's buried underneath us," Hieroglyph said, dramatically, "in the darkness, waiting."

"What's your job, chief dramatist?" asked Roseluck sarcastically.

"Well, whatever it is down there is not a natural phenomenon. And this, uh, planet once supported life eons ago, before the Equestrian race had even learned to walk."

"I saw the lettering on the wall, was that you?" asked the Doctor.

"I copied it from fragments we found unearthed by the drilling, but I can't translate it."

"No, neither can I. and that's saying something."

"There was some form of civilization, they buried something or somepony, and now, it's reaching out, it called us in," Hieroglyph explained, again with the dramatic flair.

"And you came," the Doctor said, starting to smile.

"Well, how could we not?" asked Ida.

"So, when it comes down to it, why did you come here? Why did you do that? Why?" he asked, smiling like crazy, "Because it was there! Brilliant! Excuse me, uh, Zach, wasn't it?"

"That's me," Zach said, confused.

"Just stand there, because, I'm going to hug you," the Doctor said. "Is that alright?" Zach looked at the others, then back at the Doctor, "I suppose so. "

"Here we go, come on then," he stepped forward and hugged a partially confused Zach Flame who hugged him back.

"Oh Equestrians you are amazing!" the Doctor said, still hugging Zach, "Thank you," he stepped back from Zach, and patted him on the back.

"No problem," Zach replied.

"But apart from that, you're all completely mad!" the Doctor continued, "You should pack your bags get on the ship and fly for your lives."

"You can talk, and how the hell did you get on board?" asked Ida sarcastically.

"Oh, I've got this ship, thing, it's hard to explain. It sort of appears," the Doctor said nonchalantly.

"We can show you, it's parked down the corridor from, uh, where was it? Habitation area…?"

"Three."

"Three," Roseluck agreed.

"So you mean storage six?" asked Zach.

"It was a bit of a cupboard yeah," the Doctor replied. Zach looked at Ida, a secret message went between the two. "Wait, you said areas five through eight!" the Time-Pony was off like a rocket, already unbolting the door and letting it swing open. Roseluck chased after him, barely able to hear the computer speak as it opened.

"What is it?!" cried Roseluck dashing after him. "What's wrong!"

"Open the door!" the Doctor growled opening another door at the end of the corridor, spinning the handle like crazy, "Come on!" he bushed open the door and ran through the habitation area and into the next corridor. He ran even further, Roseluck speeding along, demanding: "What's wrong?! What is it?"

"No no no! It can't be!" the Doctor kept muttering, spinning open the next door, or trying to.

"Doctor! What is it? The Tardis is in there, what's happened?!" she asked, catching up with him. He flipped open the porthole with his hoof, which dropped to the ground, limp.

"It's gone," he mumbled, "The Tardis is gone. The earthquake, this sections collapsed."

"But it's got to be down there somewhere," Roseluck protested.

"Look down," he said solemnly, stepping aside. She stepped up, and looked outside. She could see the storm not, black dust swirling over a massive chasm that went to the center of the planet in place of habitation six. Gone. It was gone. Their Tardis, his home, her only way home, was gone.

* * *

They returned to the control room, the Doctor went straight to Captain Zach.

"The ground gave way, my Tardis must've fallen down right into the heart of the planet, but you've got robots drilling the same way," the Doctor said, hopeful.

"We can't divert the drilling," Zach replied.

"But I need my ship, it's all I've got! Literally the only thing-"

"Doctor, we've only got resources to drill one shaft down to the center and that's it," the captain said sternly. "No diversions, no distractions, no exceptions. Your machine is lost. All I can do is offer you a lift if we ever get off this rock and that's the end of it." Zach turned back to his work, the Doctor exhaled slowly, trying to keep calm. He turned and started to trot away.

"I'll uh, put you on the duty roster," Ida piped, trotting past the now-stranded-time-travelers, "We need somepony on laundry." And with that, she, Zach, and the rest of the crew left, going to other areas of the base for various jobs. Roseluck and the Doctor were left alone, with nothing but an Ood and a pristine view of the black hole above.

"I've trapped you here," the Doctor said, after a moment of almost silence, the storm raging outside.

"No, don't worry about me," Roseluck said dismissively, waving her hoof. The base shook around them, they looked up at the black hole, "Okay. We're trapped on a planet that shouldn't exist, under a black hole and no way out. Yeah, I've changed my mind, we can start worrying." She sighed, the Doctor wrapped a hoof around her shoulder for comfort. That one hoof turned into a hug. The Time-Pony stared up at the black hole, the sinking feeling in his stomach was only getting worse.

* * *

_"Entering Night Shift,_" the computer reported cheerfully, "_Your chosen track for the transition is 'Nightmare Night' by Eerie Shadow._" Sure it was an interesting choice for a transition song, more like one for a foal's movie, but it was in honor of the holiday back in Equestria. As soon as the song began playing, Ood marched down to the mining shaft and began cleaning things as the day shift Ood reported to Moral Stone to check in and rest for the night. He checked each one off, muttering their designated numbers to himself.

Night Moon was trotting down in the mine shaft area, not in the shaft but above it where the controls were, observing the Ood's progress. Scooti was outside in an orange spacesuit that matched her coat, ironically, and a yellow helmet with blue lights illuminating her face. She was pressing with both her front hooves on a wrench that was stubbornly refusing to tighten a bolt on a loose oxygen pipe. Hieroglyph was in his room, examining more scraps of pottery, levitating it underneath a magnifying glass and using his magic on another brush to dust off dirt.

"_Hieroglyph_," a deep voice said suddenly, startling Hieroglyph. "_I can see you_." Hieroglyph looked back nervously, "Moral? Is that you? It's-it's not funny, alright? Moral?" He got to his hooves and trotted out of the dormitory/bunker bedroom of his and into the hall, "I'm-I'm trying to work Moral Stone. Look, if-if that's you then can you stop it?" He looked up and down the hall once, the lights flickered. Hieroglyph took another very very uneasy look around and went back into his room, uneasy.

He sat back down at the desk and continued working.

* * *

_"Moral? Could you please go check the temperature in Ood Habitation? It seems to be rising," _asked Captain Zach over the intercom. Moral, who was eating with Ida and Night, stood up and left the habitation area, area 3. Roseluck passed him, walking over to the serving tray area, picking one up in tray her teeth.

"Helf yourself," Scooti said, setting her own tray down, "Just don't have the green. Or the blue." Roseluck nodded and trotted over, standing in front of the Ood serving. She looked over the edge of the window at the food.

"Uh, bit of that," she said, pointing at what looked like an apple cobbler, but it was blue. The Ood, using the orb as what would be telekinesis if they had been unicorns or something. The orb picked up the spoon and ladled the cobbler onto her tray.

"Would you like some whipped cream?" asked the Ood kindly.

"I'll have a go yeah," she said, "I did that job once. I was a dinner mare once. Not that I'm calling you a mare, although you might be. Do you get paid? Do they give you money?" The Ood looked at her curiously, "The Beast and his armies shall rise from the pit to make war against reality." Roseluck stepped back in shock, "What?!" The Ood tapped his orb again.

"Apologies, I said, I hope you enjoy your meal," it said. Roseluck stared at it with wide eyes, but took her tray back to the table where the Doctor was sitting, studying the symbols on the wall.

* * *

Zach was monitoring the drilling from his computers in the hub, the hologram of the "planet" on the center desk behind him. While his back was turned, the image changed. It became a massive red beast, like another version of discord with massive black horns and nail sized teeth. It roared, Zach whirled around in surprise, but the image was gone.

* * *

Moral Stone closed the door to the hub and kept walking.

"_Close door 3,_" the computer said, Moral looked at the speaker, confused.

"I've closed door three," he said.

"_He is awake,_" the computer replied.

"What? What did you say?"

"_Close door 3."_ Moral exhaled nervously, trying to dismiss it, and walked on.

* * *

Hieroglyph had gone back to work, bending over the scraps of pottery and examining the pieces as close as he could.

_ "Hieroglyph,"_ the voice said again, it was low and rough, just plain bad. Hieroglyph straightened, he was about to turn around when it spoke again, "_Don't turn around!_"

"Moral? No, that's not moral," Hieroclyoh mutter to himself, going to turn.

_ "Don't look at me,"_ the voice warned.

"Who are you?" asked Hieroglyph.

"_I have so many names,_" it replied.

"If I could-"

"_If you look at me, you will die,"_ the voice said.

"But who are you?

"_I'm behind you,"_ it continued, getting steadily louder, "_Hieroglyph, I'm right behind you. Don't look! Don't look at me. On look and you will die. I'm reaching out, Hieroglyph. I'm so close. I could touch you. Don't turn around!"_ Hieroglyph could almost feel that thing's hoof on his back, he spun around. Nothing. He looked back at the pottery in his telekinetic grasp, the symbols on them were gone. He set the pieces down, his hooves were starting to hurt.

They stung, all across the bottom, hieroglyph turned his hooves over. Hieroglyph sprang to his hooves, they were covered with the black alien scribe, now it was covering his upper hooves, now his chest, now his entire face. His eyes had changed to red, his cutie mark had vanished. Hieroglyph screamed, then collapsed to the ground. Unconscious.

* * *

In habitation 3, the lights flickered off.

"Zach? Have we got a problem?" asked Ida into her intercom.

"_No more than usual,"_ the captain replied, "_The scarlet system is burning up, it might be worth a look."_ Ida nodded, she got to her hooves and trotted over to the wall.

"You all might want to see this, moment in history," Ida Bee said. She opened the roof, a pink cloud was beginning to swirl over the station.

"There, that pink cloud. That's the Scarlet System," Ida explained, "Home of the Peluchi, a mighty civilization spanning a billion years, disappearing forever. Their planets and suns, consumed. Fillies and Gentle-colts, we have witnessed its passing." She turned to close the window, "Um, could you please leave that open?" asked the Doctor, Ida glanced at him skeptically, "I won't go mad, I promise."

"How would you know? Scooti, check the lock down please, Night, sign off the airlock seals for me, please." The two others nodded, then the three of them left, each through another door. Roseluck and the Doctor stared up at the black hole, "I've seen films and stuff, they say black holes are like gateways to another universe."

"Not that one," the Doctor muttered, "It just eats."

"I'm a long way from home," Roseluck said, a few minutes later. The Doctor pointed out into space, "Go that way, turn right, keep going for, uh, about uh, five hundred years and you'lll reach Gaia." Roseluck nodded, reached into her jacket pocket and pulled out her mobile phone. She raised it, "No signal. That's the first time we've gone out of range. Mind you, even if I could, what would I tell her?... Can you build another Tardis?"

"They were grown," the Doctor corrected, "Not built. And with Gallopfrey gone, we're kind of stuck."

"Well it could be worse, this lot said they'd give us a lift."

"And then what?"

"I don't know. Find a planet, get a job, live a life, same as the rest of the universe."

"I'd have to settle down," the Time-Pony said miserably. "Get a house or something. A proper house, with doors and things. Carpets, windows. Me, living in a house, now that, that is terrifying."

"You'd have to get a mortgage," Roseluck added, egging him on.

"No."

"Oh yes."

"I'm dying! That's it, I'm dying, it's all over!"

"What about me? I'd have to get one too. I don't know, we could share a house. Or not, you know, whatever. I don't know. We'll sort something out."

"Anyway."

"We'll see." The Doctor sighed, "I promised Lilly-Luck I'd look out for you. Get you back home."

"Everypony leaves home in the end."

"Not to end up stuck here."

"Yeah, but stuck with you, that's not so bad."

"Yeah?"

"Yeah."

"Yep!" The Doctor smiled a little bit, Roseluck smiled as well. Suddenly, her phone began to ring, she picked it up and pressed the call button. She put it to her ear, _"He is awake!_" and threw the phone away from her.

* * *

Moral was down in Ood habitation, typing away on the computer. Ood habitation was mostly two levels, a lower one with benches for the Ood and an upper one with a monitor and control panel. He looked up at the sound of double hoofsteps to see Roseluck and the Doctor galloping down to greet him.

"Evening," the Doctor chirped.

"The mysterious couple, how are you then? Settling in?" asked Moral.

"Yeah, sorry, straight to business, the Ood, how do they communicate?" asked the Doctor.

"Oh, just empaths. There's a low level telepathis field connecting them. Not that is does them much good, they're basically a herd race," Moral explained stepping away from the computer.

"This telepathic field, can it pick up messages?" asked the Doctor.

"Because when we were in habitation 3, and one of the Ood said something odd," Roseluck added.

"Hmm, an odd Ood," Moral remarked.

"And then I got something else on my, communicator thing."

"Oh be fair, we've got whole star systems burning up around us. There's all sorts of stray transmissions. Probably nothing. Look, if there was something wrong, it would show. We monitor the telepathic field. It's the only way to look after them. They're so stupid, they don't even tell us when they're ill."

"Monitor the field, that's this thing?" asked the Doctor, stepping up to take a look at the computer.

"Yeah, but like I said, it's low telepathy. They only register basic five." That's what it had said, but now the numbers were growing. Six, then seven, then eight, "Well that's not basic five," the Doctor noted uneasily, "Ten, twenty, they've gone up to basic thirty." The Ood lifted their heads simultaneously.

"But they can't," Moral protested, he double checked the readings.

"Doctor," Roseluck said nervously, "The Ood, what does basic thirty mean?"

"Well, it means that they're shouting," Moral said, "Screaming inside their minds."

"Or something's shouting at them," the Doctor added grimly. He stepped forward, facing the Ood.

"But where's it coming from? What's it saying? What did it say to you?" asked Moral, frantic.

"Something about the beast in the pit," Roseluck stammered.

"What about your communicator?"

"He is awake," Roseluck replied.

"**And you will worship him**," the Ood ordered, all of them at once.

"What the hell?"

"He is awake," repeated the Doctor.

"**And you will worship him**," the Ood repeated.

"Worship who?" demanded the Doctor. No reply. "Who's talking to you? Who is it?" the Ood stayed silent, the Doctor glanced at his companion with a silent message. _Trouble._

* * *

"Hiero, I've got your expenditure," Scooti said trotting into the archeologist's bunk. The room was empty however, Scooti set the scroll on his desk and looked around. "_Open door 41. Close door 41._" Scooti trotted back out into the hall, "Forty one?" She galloped down the corridors until she was at door 41, an airlock door.

"Computer, did you open and close door 41?" she asked into her communicator.

"_Confirmed._"

"But that's the airlock. Why would you open the airlock? It's the night shift, we're not allowed outside. Has somepony gone out?"

"_Confirmed._"

"Who?"

"_Cannot confirm._"

"Okay, but hold on, I know. Tell me who's spacesuit's been logged out."

"_No spacesuit has been logged out."_

"But you're not making any sense. You can't go outside without one." Scooti frowned, "Zach, I think we've got a breakdown on door 41. It's saying somepony's gone outside without a suit. Zach? Zach!?" nothing but static. Scooti groaned, "Computer, trace fault."

"_There is no fault._"

"Tell me who went through that door!"

"_He is awake._" Scooti stopped, her wings fluttering nervously, she tensed.

"What?"

"_He is awake._" The computer repeated.

"What's that supposed to mean?"

"_He bathes in the black sun_." Behind her, the wall began to open. The metal panels slid open, giving a perfect view of outside. Slowly, Scooti walked over to it and looked outside. Hieroglyph was out there, his mane and tail flapping in the wind. His back was turned to the base, but Scooti could still see the strange alien symbols all down his back.

"Hiero," she muttered. Slowly, her friend turned, and looked at her. He smiled, and waved. "But there's no air, there's no…" she trailed off. Hieroglyph raised a hoof, beckoning for her to join him. Scooti put a hoof on the glass, staring at her friend, mesmerized. She snapped out of it, "No! Stop it! You can't be!" Hieroglyph scowled, glaring at the glass.

Scooti jumped back, it began to crack under his glare. She turned and ran to the door, "Open door 40!" she begged. The glass kept cracking, "Open door 40! Zach, please! Somepony! Open door 40! Help me!" The glass shattered and Scooti was pulled out of the base.

* * *

The Base began to shake about, the computer kept repeating _"Emergency hull breach emergency hull breach._" Between the computer's notes Captain Zach's voice called, _"Everypony evacuate eleven to thirteen, we've got a breach! The Base is open repeat the base is open!" _Everypony was evacuating as told, they all ended up in the same area.

"_I can't contain the oxygen field, we're going to lose it!"_

"Come on, keep going!" ordered Night Moon, pulling ponies out of the breached area. "Come on Hieroglyph!" he pulled the unicorn in, Hieroglyph collapsed to the ground. Night pulled the door shut, _"Breach sealed. Breach Sealed._"

"Everypony alright?!" called the Doctor, there was a collective yes and a set of heavy breathing. "What was it? What happened?"

"_Oxygen levels normal._"

"Hull breach," Night explained. "we were open to the elements. Another couple of minutes and we'd be expecting that black hole at close quarters.

"That wasn't a quake, what caused it?"

"_We've lost sections eleven to thirteen, everypony alright?_" asked Zach.

"We've got everypony except Scooti," Night replied. He activated his communicator, "Scooti, report. Scootaloze report. That's an order, report!" nothing.

"She's alright, I've picked up her biochip. She's in habitation three, better go check if she's not responding she might be unconscious," Zach explained. "How about that eh? We survived."

"Habitation three," Night said. "Come, I don't say this often but we could all do with a drink."

"What happened?" asked the Doctor.

"I donmt-I don't know," Hieroglyph stammered, Roseluck helping him to his hooves. "I was working, then, I can't remember, the room was falling apart and there was no air!"

"Come on, up you get," Roseluck said, "You' need something to eat, how about protein one?"

"Oh, you're going native," the Doctor joked.

"Yeah well don't knock it, protein one with just a dash of tree," she said, helping Hieroglyph walk.

* * *

"I've check Habitation four, Scooti!"

"There's no sign of her, the biochip says she's in the area. Has anypony seen Scooti?" called Night as everypony search Habitation three for Scooti. There was a chorus of no's, "Scooti! Please respond! Scooti!" cried Ida.

"Not here, Zach? We've got a problem. Scooti's still missing," Night told the captain. The Doctor, on a whim, looked up at the black hole, and grimaced. "I found her." The others followed his gaze, "By Luna's moon…" because there she was, floating above the base in empty space, face black and skin pale.

"Captain," Night continued, "Report. Officer Scootaloze, PKD, deceased. Forty three K point one."

"She was twenty," Ida said, sorrow creeping into her voice, "Twenty years old." She trotted over to the wall and closed the window, hiding the black hole and Scooti from view. There was a moment of silence, which was odd. Moral was the first to notice, "It's stopped."

"What's stopped?" asked Roseluck.

"The drill," the Doctor replied.

"We've stopped drilling, we've made it, point zero," Ida said, excited despite the current depressing incident.

* * *

"_All nonessential Ood to be confined_," Zach ordered over the intercom. Said Ood began to follow Moral Stone out of the drilling area towards Ood habitation. Everypony had gathered in the drill area, even Zach had come. He was working on one of the computers again, programming the elevator's path when the Doctor walked up. He was wearing an orange space suit with a black sort of climbing harness hooked around all four of his hooves; balanced on his back was a yellow helmet with a large black tube coming out the back connecting to an oxygen bag. He walked up to Zach an saluted, "Reporting as a volunteer for the expeditory force."

"Doctor, this is breaking every single protocol. We don't even know who you are," Zach warned.

"Yeah, but you trust me don't you? And you can't let Ida go down there on her own. Go on, look me in the eye, yes ou do, I can see it, trust."

"I should be going down."

"The Captain doesn't lead the mission, he stays here, in charge."

"Not much good at it am I?" Zach said grimly. "Positions! We're going down in two! Everypony positions! Mister Moon, I want maximum system enhancement!" He glanced back at the Doctor, and nodded. The Doctor smiled, Roseluck trotted up to him.

"Oxygen, nitro balance, gravity," he rambled, "It's ages since I wore one of these."

"I want that spacesuit back in one piece, you got that?" asked Roseluck sternly, tapping him on the chest. He saluted again, "Yes sir." He grabbed the yellow helmet off his back and slipped it over his head.

"It's funny, because ponies back home think that space travel's going to be all whizzing about and teleports and anti gravity, but it's not is it?" she asked. "It's tough." The Doctor sealed his helmet, the lights inside blinked on, making his chestnut coat seem pale, "I'll see you later."

"Not is I see you first," she said, reaching up and pulling his helmet down close enough that she could kiss it. A good luck kiss you might say.

* * *

"You will remain here," ordered Moral Stone. The Ood made no motion they understood, "No command can override this. Got that? My instructions only."

* * *

_ "Capsule active, capsule active," _Zach called over the intercom, since he'd returned to his post in the control room. _"Counting down in ten, nine, eight,"_ the Doctor and Ida Bee stepped into the elevator capsule, "_Seven, six, five,_" Night Moon closed the door and sealed it, "_Five, four, three, two, one, release!_" The capsule began to lower into the shaft, gears grinding away to keep it at constant speed. Roseluck watched the progress on the computer control screen, clutching the microphone like it was a lifeline.

"_You've gone beyond the oxygen field," _Zach radioed, "_You're on your own._" The Doctor and Ida flipped the switches on their tiny oxygen boxes.

"_Don't forget to breathe, breathing's good,_" Roseluck called, obviously nervous.

"_Roseluck, stay off the comm,_" Zach ordered.

"_No chance!_" Suddenly, the capsule shuddered, and two ponies within were lifted off the floor by only a few inches, and luckily it slowed back down as they reached the bottom.

* * *

Suddenly, all the Ood got to their hooves. They turned to face Moral Stone, and looked up at him and a soldier. The two ponies glanced at eachother nervously, neither knowing what was going on.

* * *

"_Ida, report to me, Doctor?_" asked Zach, his voice static-y inside their helmets.

"It's alright, we've made it," the Doctor replied. "Getting out of the capsule now." He pushed open the door and stepped outside, Ida followed.

"_What's it like down there?_" asked Roseluck.

"It's hard to tell, some sort of cave, a cavern, it's massive!"

"Here, this should help," Ida said, she tossed a big white globe into the air, "Gravity globe." It rose into the air and glowed even brighter, lighting up the whole room. It was massive, large statues partially crumbled were carved into the walls, piles of stones from the shaft surrounded them, and in front of them was a massive tunnel that the canterlot castle could fit into. To the right, the cavern opened into and even bigger area, where walkways long since abandoned hung over an empty chasm. Both of them stopped, eyes wide.

"That's, that's, by Celestia's that's beautiful," Ida stammered.

"Roseluck, you can tell Hieroglyph we've found his lost civilization," the Doctor said with a smirk. He heard her relay the messageand Hiero mumble a reply.

"_Concentrate guys, keep on the mission. Ida, what about the power source?_" Ida checked her wrist device and started walking, the Doctor followed, looking around. "We're close, energy signature indicates north north west, are you getting pictures up there?"

"_Too much interference. We're in your hooves."_

_ "_Well, we've come this far, no turning back now," Ida said. The Doctor stopped and groaned, "Oh did you have too? No turning back? That's almost as bad as nothing can possibly go wrong, or this Hearth's Warming will actually be sane!"

"Are you finished?" asked Ida sarcastically. The Doctor thought for a moment, "Yeah, finished," and kept walking.

* * *

"Captain, sir, something is wrong with the Ood," Moral radioed, keeping one eye on the staring Ood.

"_What are they doing?_"

"They're staring at me, I've told them to stop but they won't," Moral said nervously.

"_Moral Stone, you're a big stallion, I think you can take being stared at."_

"But the telepathic field sir, it's a basic one hundred. I've checked, there isn't any fault, definitely one hundred."

"_But that's impossible._"

"_What's basic one hundred?_" interrupted Roseluck.

"They should be dead. Basic one hundred's brain death."

"_But they're safe, not acutally moving?"_

_ "_No sir."

"_Keep watching them. Night Moon? Keep an eye on those Ood."_

"_Yes sir._"

* * *

"Officers at arms!" him and the other soldier down their picked up their guns and aimed at the three Ood standing there.

"You can't fire a gun in here, what if you hit a wall?" asked Roseluck.

"We're firing stock fifteen, only impacts on organics," Night explained keeping it trained on the three Ood. "Keep watch, guard them."

"_Is everything alright up there?" _asked the Doctor.

"Yeah," Roseluck replied.

"_It's fine,_" lied Zach.

"_Great!_" Moral bluffed.

* * *

The Doctor glanced at Ida and shrugged. They kept walking, into a large cavern with stone pillars. On the ground was a large thrity foot diameter metal seal with strange symbols like the ones Hieroglyph had studied, the inside looked like it was sliced into twelve pieces, with a single disk in the center, the edge was covered with rivets.

"We've found something, it looks like metal," the Doctor relayed. "Like some sort of seal. I've got a nasty feeling the word might be trap door. Not a good word, trapdoor. Never met a trapdoor I liked."

"The edge is covered with those symbols," Ida added.

"_Do you think it opens?"_ asked Zach.

"That's what doors tend to do," the Time-Pony said with another shrug.

"Trapdoor doesn't do it justice, it's massive Zach. About thirty feet in diameter."

"_Anyway of opening it Ida?_"

"I don't know, I can't see any sort of mechanism," Ida said, tapping her hoof thoughtfully.

"I suppose that's the writing," the Doctor added, "It'll tell us what to do. The letters that defy translation."

"_Hieroglyph, did you get anywhere with decoding it?_"

* * *

"Hiero, they need to know that lettering," Roseluck relayed, looking over at the unicorn. He was bent double, head in his hooves, shivering. "Does it make any sort of sense?"

"I know what is says," he whispered.

"Then tell them."

"When'd you work it out?" asked Night.

"It doesn't matter, just tell them," Roseluck insisted. Slowly, hieroglyph stood, his face was covered with the symbols, and they were spreading across his coat. He smiled wickedly, eyes red, "These are the words of the Beast. And he has awoken," his voice was low and gruff, carrying a menacing undertone. "He is the heart that beats in the darkness. He is the blood that will never cease. And now, he will rise!"

"Officer, stand down, stand down!" ordered Night Moon.

"_What is it?"_ asked the Doctor. "_What's he done? What's happening? Roseluck? What's-_" he signal stopped and was interrupted with static.

"_Night re-_" Zach's voice was cut off as well. Roseluck stepped away from Hieroglyph nervously, backing towards the head of security.

"Officer, as Commander of Security, I order you to stand down and be confined, Immediately!"

"He come out in those symbols, they're all over him," Roseluck said, terrified.

"Mister Moon, tell me sir, did Luna ever forgive you?" asked Hieroglyph.

"I don't know what you mean," Night said sternly.

"Let me tell you a secret, she never did," he hissed.

"Officer, stand down and be confined!" Night ordered again.

"Or what?"

"Or, under the strictures of Condition Red, I am authorized to shoot you."

"Oh, but how many can you kill?" Hieroglyph looked up to the ceiling, and his eyes glowed red, an inhuman groan began to emminate from some hidden place. The symbols began to float off his skin in wisps of black mist, this mist floated over to the Ood, and as it entered them, they jerked to attention. Hieroglyph, no longer covered with symbols, collapsed to the ground. The Ood turned and looked at them, their eyes blood red, and simultaneously with the Ood in the habitation, they spoke, "**We are the legion of the beast!**"

* * *

"Roseluck! What is it? Roseluck!" The Doctor made up his mind, "I'm going back up." He turned and started marching away from Ida.

* * *

"Night Moon report!" ordered Zach, typing as fast as he could, nothing was responding. "Somepony report!"

* * *

In Ood habitation, all the Ood had become red eyed.

"**The Legion shall be many, and the Legion shall be few,**" they said. One of them started walking forward, climbing the stairs towards Moral and the soldier with him.

* * *

"It's the Ood," Roseluck said, scared.

"Sir, we have a contamination in the livestock," Night Moon radioed nervously.

"Doctor, I don't know what it is. It's like they're possessed."

"They won't listen to us!"

* * *

"**He has woven himself in the fabric of your life since the dawn of time,**" the Ood chanted. The one approaching Moral sped up, still speaking, "**Some call him Abaddon, some call him Kroptor, some may call him Discord or Tartarus.**"

"Captain!" called Moral, "It's the Ood, thay're out of control!"

"**Oh the Bringer of Despair, the Deathless Prince, the Bringer of Night,**" the Ood stopped, pulled off it's globe, and threw it at the soldier. The orb lathced onto her head and electricity began to pulse out of it, killing her.

"**These are the words that shall set him free!**"

* * *

"Back up to the door!" ordered Night Moon, keeping his gun trained on the Ood.

"**I shall become manifest,"** the Ood continued, slowly walking towards them.

"Move quickly!"

"**I shall walk in might!**"

"To the door! Get it open!"

"**My Legions shall swarm across the worlds!**"

* * *

"Doctor! It's opening!" cried Ida as the center of the seal sunk in, and a ring of metal around that, and a ring of metal around that. Then the individual slices began to separate, the Doctor turned and started to come back when the planet began to shake. A voice echoed out of the pit and through their speakers, "**I am the sin and the temptation and the desire. I am the pain and the loss and the fear.**"

* * *

"The gravity field!" Zach called, the radios working long enough for him to tell them, "It's going! We're losing orbit! We're going to fall into the black hole!"

* * *

"Get that door open!" cried Night Moon as Roseluck and his soldier struggled with the door.

"_Door sealed,"_ the computer kept repeating.

"Come on!"

"_Door sealed._"

"**The Pit is open, and I AM FREE!**"

_To be continued in, the Satan Pit…_

**Me: Yeah, so, no, Doctor, you do it. *shoves him in front of the mic***

**Doctor: Okay… uh, well, Miss. Who has been having a problem sticking to the once a week schedule, time being a problem and such with weddings and school and-**

**Me: just get on with it.**

**Doctor: Oh, right, well she will be moving it to a two week updating schedule instead. In other words, Hasbro owns all copyright to My Little Pony and the British Broadcasting Company owns all copyright to Doctor Who. Hope we can survive long enough to see you two weeks from now!**


End file.
